Common use of Reasonable Best Efforts; Cooperation Clause in Contracts

Reasonable Best Efforts; Cooperation. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and to use all reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable to cause all conditions to the Offer to be satisfied and to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including, without limitation, (i) cooperating in responding to inquiries from, and making presentations to, regulatory authorities and (ii) defending against and responding to any action, suit, proceeding, or investigation, whether judicial or administrative, challenging or relating to this Agreement, the Subscription Agreement or the Voting Agreement or the transactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed. Notwithstanding anything herein to the contrary, in connection with any filing or submission or other action required to be made or taken by any party to effect the Merger and all other transactions contemplated hereby, the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, limits its freedom of action with respect to, or its ability to retain, the Company or any of Parent's affiliates or any material portion of the Company's assets or such affiliates' assets.

Reasonable Best Efforts; Cooperation. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and to use all reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable to cause all conditions to the Offer to be satisfied and to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including, without limitation, (ia) cooperating in responding to inquiries from, and making presentations to, regulatory authorities and customers, (iib) defending against and responding to any action, suit, proceeding, or investigation, whether judicial or administrative, challenging or relating to this Agreement, the Subscription Agreement or the Voting Agreement or the transactions contemplated hereby or therebyhereby, including seeking to have any stay or temporary restraining order entered entered, by any court or other Governmental Entity vacated or reversed, (c) cooperating in the preparation and filing of the Offer Documents, the Schedule TO, the Schedule 14D-9 and the Company Proxy Statement and (d) promptly making all regulatory filings and applications and any amendments thereto as are necessary for the consummation of the transactions contemplated by this Agreement, including, without limitation those required by the HSR Act. Notwithstanding anything herein to the contrary, in connection with any filing or submission or other action required to be made or taken by any No party to effect this Agreement shall consent to any voluntary delay in the consummation of the Offer or the Merger and all other transactions contemplated hereby, at the Company shall not, behest of any Governmental Entity without the prior written consent of Parentthe other parties to this Agreement, commit to any divestiture transaction, and Parent which consent shall not be required to divest unreasonably withheld or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, limits its freedom of action with respect to, or its ability to retain, the Company or any of Parent's affiliates or any material portion of the Company's assets or such affiliates' assetsdelayed.

Reasonable Best Efforts; Cooperation. Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the parties hereto shall use all reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and Parties agrees to use all reasonable best efforts to take, or cause to be taken, all other actions actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all other things necessary, proper or advisable to cause all conditions to the Offer to be satisfied and to consummate and make effective as promptly as practicable effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement and to obtain satisfaction or waiver of the conditions precedent to the consummation of the transactions contemplated hereby, including, without limitation, : (ia) cooperating in responding obtaining all of the necessary Consents from Governmental Authorities and other third parties and the making of all filings and the taking of all steps as may be necessary to inquiries obtain Consent from, and making presentations toor to avoid an Action by, regulatory authorities and any Governmental Authority; (iib) the defending against and responding to of any action, suit, proceeding, or investigationActions, whether judicial or administrative, challenging or relating to this Agreement, the Subscription Agreement or the Voting Agreement or consummation of the transactions contemplated hereby or therebyhereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed. Notwithstanding anything herein ; and (c) the execution and delivery of any additional instruments necessary to consummate the contrarytransactions contemplated by, in connection and to fully carry out the purposes of, this Agreement or the transactions contemplated thereby; it is hereby understood and agreed that the Buyer and the Assignees shall cause Company to cooperate with any filing or submission or other action required requests by Seller (as a secured lender under the Revolving Credit Agreement) to be made or taken by any party to effect protect its security interest in the Merger and all other transactions contemplated herebycollateral, including, without limitation, the Company shall not, without the prior written consent procurement of Parent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, limits its freedom of action with respect to, or its ability to retain, the Company or any of Parent's affiliates or any material portion of deposit/securities account control agreements granting control over the Company's assets ’s deposit accounts or such affiliates' assetssecurities accounts.

Reasonable Best Efforts; Cooperation. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable best efforts to obtain in a timely manner all necessary waivers, consents (including, without limitation, any consents relating to Company Material Leases) and approvals and to effect all necessary registrations and filings, and to use all reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable to cause all conditions to the Offer to be satisfied and to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including, without limitation, (i) cooperating in responding to inquiries from, and making presentations to, regulatory authorities and (ii) defending against and responding to any action, suit, proceeding, or investigation, whether judicial or administrative, challenging or relating to this Agreement, the Subscription Agreement or the Voting Agreement or the transactions contemplated hereby or therebyhereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed. Notwithstanding anything herein to the contrary, in connection with any filing or submission or other action required to be made or taken by any party to effect the Merger and all other transactions contemplated hereby, the Company shall not, without use reasonable best efforts to obtain from each landlord or sublandlord (as the prior written consent case may be) of Parent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, limits its freedom of action with respect to, or its ability to retain, the Company or any of Parent's affiliates Subsidiary under a Company Material Lease an estoppel certificate certifying that such Company Material Lease is unmodified and in full force and effect (or any material portion if there have been modifications, that the same is in full force and effect as modified and stating the modifications), the dates to which the rent and other charges payable hereunder have been paid, and stating whether or not, to the knowledge of the Company's assets signer of such certificate, the tenant or subtenant (as the case may be) thereunder is in default in the performance of any covenant, agreement or condition contained in such affiliates' assetsCompany Material Lease and, if so, specifying each such default of which the signer may have knowledge.

Reasonable Best Efforts; Cooperation. Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the parties hereto shall use all reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and Company agrees to use all reasonable best efforts to take, or cause to be taken, all other actions actions, and to do, or cause to be done, and to assist and cooperate with Parent and Acquisition Subsidiary in doing, all other things necessary, proper or advisable to cause all conditions to the Offer to be satisfied and to consummate and make effective as promptly as practicable effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementhereby, including, without limitationbut not limited to, (i) cooperating in responding the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Government authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to inquiries obtain an approval or waiver from, and making presentations toor to avoid an action or proceeding by, regulatory authorities and any Government, (ii) timely making all necessary filings under the HSR Act, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending against and responding to of any action, suit, proceeding, lawsuits or investigationother legal proceedings, whether judicial or administrative, challenging or relating to this Agreement, the Subscription Agreement or the Voting Agreement or consummation of the transactions contemplated hereby or therebyhereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Government vacated or reversed, and (v) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement. Notwithstanding anything herein to the contrary, in connection with any filing or submission or other action required to be made or taken by any party to effect In consummating the Merger and all the other transactions contemplated hereby, the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, limits its freedom of action comply with respect to, or its ability to retain, the Company or any of Parent's affiliates or any material portion of the Company's assets or such affiliates' assets.all applicable Laws. CONFIDENTIAL TREATMENT REQUESTED

Reasonable Best Efforts; Cooperation. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the parties hereto shall use all reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and Parent agrees to use all reasonable best efforts to take, or cause to be taken, all other actions actions, and to do, or cause to be done, and to assist and cooperate with the Company in doing, all other things necessary, proper or advisable to cause all conditions to the Offer to be satisfied and to consummate and make effective as promptly as practicable effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementhereby, including, without limitationbut not limited to, (i) cooperating in responding the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to inquiries obtain an approval or waiver from, and making presentations toor to avoid an action or proceeding by, regulatory authorities and any Governmental Authority, (ii) defending against timely making all necessary filings under the HSR Act, (iii) the performance of Parent’s obligations under this Agreement, (iv) the obtaining of all necessary consents, approvals or waivers from Third Parties, and responding (v) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to (A) proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or any of their respective Affiliates (or to consent to any actionsale, suitdivestiture, proceedinglease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Company of any of their assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions), (B) agree to any material changes (including through a licensing arrangement) or restriction on, or investigationother impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Company, (C) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging or relating to this Agreement, the Subscription Agreement or the Voting Agreement or consummation of the transactions contemplated hereby or therebyhereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed. Notwithstanding anything herein reversed or (D) waive any condition to the contrary, obligation of Parent and Acquisition Subsidiary to proceed with the Closing as set forth in connection with any filing or submission or other action required to be made or taken by any party to effect the Merger and all other transactions contemplated hereby, the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, limits its freedom of action with respect to, or its ability to retain, the Company or any of Parent's affiliates or any material portion of the Company's assets or such affiliates' assetsSection 7.3.

Reasonable Best Efforts; Cooperation. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and to use all reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable to cause all conditions to the Offer to be satisfied and to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including, without limitation, (i) cooperating in responding to inquiries from, and making presentations to, regulatory authorities and authorities, (ii) defending against and responding to any action, suit, proceeding, or investigation, whether judicial or administrative, challenging or relating to this Agreement, the Subscription Agreement or the Voting Agreement other Transaction Documents or the transactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iii) effecting promptly and prosecuting diligently (including responding to all reasonable requests for supplemental information) all approvals, filings and/or notices required under any applicable insurance laws for the consummation of the transactions contemplated by this Agreement and (iv) fulfilling or causing the fulfillment of the conditions to Closing set forth in Article VI. Notwithstanding anything herein to the contrary, in connection with any filing or submission or other action required to be made or taken by any party to effect the Merger and all other transactions contemplated hereby, the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, limits its freedom of action with respect to, or its ability to retain, the Company or any of Parentthe Company's affiliates or any material portion of the Company's assets assets. Parent and its affiliates agree to use reasonable efforts to ensure that Parent's proposed transaction with Cremascoli Ortho Group shall not impede or such affiliates' assetsunnecessarily delay the transactions contemplated hereby.

Reasonable Best Efforts; Cooperation. Upon the terms ------------------------------------ and subject to the conditions hereof, each of the parties hereto shall use all reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and to use all reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable to cause all conditions to the Offer to be satisfied and to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including, without limitation, (i) cooperating in responding to inquiries from, and making presentations to, regulatory authorities and (ii) defending against and responding to any action, suit, proceeding, or investigation, whether judicial or administrative, challenging or relating to this Agreement, the Subscription Agreement or the Voting Agreement or the transactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed. Notwithstanding anything herein to the contrary, in connection with any filing or submission or other action required to be made or taken by any party to effect the Merger and all other transactions contemplated hereby, the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, limits its freedom of action with respect to, or its ability to retain, the Company or any of Parent's affiliates or any material portion of the Company's assets or such affiliates' assets.

Reasonable Best Efforts; Cooperation. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and to use all reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable to cause all conditions to the Offer to be satisfied and to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including, without limitation, (ia) cooperating in responding to inquiries from, and making presentations to, regulatory authorities and customers, (iib) defending against and responding to any action, suit, proceeding, or investigation, whether judicial or administrative, challenging or relating to this Agreement, the Subscription Agreement or the Voting Agreement or the transactions contemplated hereby or therebyhereby, including seeking to have any stay or temporary restraining order entered entered, by any court or other Governmental Entity vacated or reversed, (c) cooperating in the preparation and filing of the Offer Documents, the Schedule TO and the Schedule 14D-9 and (d) promptly making all regulatory filings and applications, including without limitation any required filings under the HSR Act, and any amendments thereto as are necessary for the consummation of the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, in connection with any filing or submission or other action required to be made or taken by any party to effect the Merger and all other transactions contemplated hereby, the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, limits its freedom of action with respect to, or its ability to retain, the Company or any of ParentCompany's affiliates Affiliates or any material portion of the Company's assets or such affiliates' assetsbusinesses.

Reasonable Best Efforts; Cooperation. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and to use all reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable to cause all conditions to the Offer to be satisfied and to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including, without limitation, (i) cooperating in responding to inquiries from, and making presentations to, regulatory authorities and customers, (ii) defending against and responding to any action, suit, proceeding, or investigation, whether judicial or administrative, challenging or relating to this Agreement, the Subscription Agreement or the Voting Agreement or the transactions contemplated hereby or therebyhereby, including seeking to have any stay or temporary restraining order entered entered, by any court or other Governmental Entity vacated or reversedreversed (iii) cooperating in the preparation and filing of the Offer Documents, the Schedule 14D-9 and the Proxy Statement and (iv) promptly making all regulatory filings and applications, including without limitation any required filings under the HSR Act, and any amendments thereto as are necessary for the consummation of the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, in connection with any filing or submission or other action required to be made or taken by any party to effect the Merger and all other transactions contemplated hereby, the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, limits its freedom of action with respect to, or its ability to retain, the Company or any of Parentthe Company's affiliates or any material portion of the Company's assets or such affiliates' assetsbusinesses.

Reasonable Best Efforts; Cooperation. Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the parties hereto shall use all reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and Xxxxxx agrees to use all reasonable best efforts to take, or cause to be taken, all other actions actions, and to do, or cause to be done, and to assist and cooperate with the Company in doing, all other things necessary, proper or advisable to cause all conditions to the Offer to be satisfied and to consummate and make effective as promptly as practicable effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementhereby, including, without limitationbut not limited to, (i) cooperating in responding the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Government authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to inquiries obtain an approval or waiver from, and making presentations toor to avoid an action or proceeding by, regulatory authorities and any Government, (ii) timely making all necessary filings under the HSR Act, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending against and responding to of any action, suit, proceeding, lawsuits or investigationother legal proceedings, whether judicial or administrative, challenging or relating to this Agreement, the Subscription Agreement or the Voting Agreement or consummation of the transactions contemplated hereby or therebyhereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Government vacated or reversed. Notwithstanding anything herein , and (v) the execution and delivery of any additional instruments necessary to consummate the contrary, in connection with any filing or submission or other action required to be made or taken by any party to effect the Merger and all other transactions contemplated herebyhereby and to fully carry out the purposes of this Agreement; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company shall notor any of their respective Affiliates (or to consent to any sale, without divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the prior written Company or the Surviving Company of any of their assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, commit any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to any divestiture transactionvote, and transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Company. Notwithstanding the foregoing, Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in actions relating to the reasonable discretion registration of Parent, limits its freedom of action with respect to, securities under any applicable federal or its ability to retain, the Company or any of Parent's affiliates or any material portion of the Company's assets or such affiliates' assetsstate Law (including without limitation conducting a fairness hearing as contemplated by California Law).

Reasonable Best Efforts; Cooperation. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and to use all reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable to cause all conditions to the Offer to be satisfied and to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including, without limitation, (i) cooperating in responding to inquiries from, and making presentations to, regulatory authorities and customers, (ii) defending against and responding to any action, suit, proceeding, or investigation, whether judicial or administrative, challenging or relating to this Agreement, the Subscription Agreement or the Voting Agreement or the transactions contemplated hereby or therebyhereby, including seeking to have any stay or temporary restraining order entered entered, by any court or other Governmental Entity vacated or reversedreversed (iii) cooperating in the preparation and filing of the Offer Documents, the Schedule 14D-9 and the Proxy Statement and (iv) promptly making all regulatory filings and applications, including without limitation any required filings under the HSR Act, and any amendments thereto as are necessary for the consummation of the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, in connection with any filing or submission or other action required to be made or taken by any party to effect the Merger and all other transactions contemplated hereby, the Company shall not, without the prior written consent of Parent, commit to any divestiture - 45 - 50 transaction, and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, limits its freedom of action with respect to, or its ability to retain, the Company or any of Parentthe Company's affiliates or any material portion of the Company's assets or such affiliates' assetsbusinesses.