Common use of Reasonable Best Efforts; Further Assurance Clause in Contracts

Reasonable Best Efforts; Further Assurance. (a) Subject to the terms and conditions of this Agreement, Buyer and Sellers will use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under Applicable Law to consummate the transactions contemplated by the Transaction Documents. Sellers and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by the Transaction Documents, to vest in Buyer or its Subsidiaries ownership of the Business and good title to the Purchased Assets and to confirm the assumption by Buyer or its Subsidiaries of the Assumed Liabilities. (b) In furtherance and not in limitation of the foregoing, each of Buyer and Sellers shall make appropriate filings pursuant to applicable Competition Laws, including an appropriate filing of a Notification and Report Form pursuant to the HSR Act, with respect to the transactions contemplated by the Transaction Documents as promptly as reasonably practicable and, in the case of such Notification and Report Form pursuant to the HSR Act, in any event within ten (10) Business Days of the date hereof. Each of Buyer and Sellers shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Competition Laws and shall take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Competition Laws as soon as practicable. (c) If any objections are asserted with respect to the transactions contemplated by any of the Transaction Documents under any Competition Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated by any of the Transaction Documents as violative of any Competition Law, each of Buyer and Sellers shall use its reasonable best efforts to promptly resolve such objections.

Reasonable Best Efforts; Further Assurance. (a) Subject to the terms and conditions of this Agreement, Buyer and Sellers will Seller shall use their respective reasonable best efforts to take, or cause to be taken, all actions (including instituting litigation or any other Action) and to do, or cause to be done, all things necessary or desirable under Applicable Law to consummate the transactions contemplated by this Agreement and the other Transaction DocumentsDocuments as soon as practicable, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary or desirable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary or desirable to consummate the transactions contemplated by this Agreement and the other Transaction Documents as soon as practicable. Sellers Seller and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by the Transaction Documentsthis Agreement, to vest in Buyer or its Subsidiaries ownership of the Business and good title to the Purchased Assets and to confirm the assumption by Buyer or its Subsidiaries of the Assumed LiabilitiesSubsidiaries. (b) In furtherance and not in limitation of the foregoing, each of Buyer and Sellers Seller shall make appropriate required filings pursuant to applicable Competition Laws, including an appropriate the filing of a Notification and Report Form pursuant to the HSR Act, a pre-merger notification form and request for an Advance Ruling Certificate pursuant to the Competition Act, with respect to the transactions contemplated by the Transaction Documents this Agreement as promptly as reasonably practicable and, in the case of such Notification and Report Form pursuant to the HSR Act, in any event within ten (10) Business Days of the date hereofpracticable. Each of Buyer and Sellers Seller shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other applicable Competition Laws and shall take all other actions reasonably necessary or desirable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Competition Laws Laws, and to obtain Competition Act Approval, as soon as practicable. The Buyer and Seller will each pay half of all filing fees incurred in connection with the filings contemplated in this Section 7.01. (c) If any objections are asserted with respect to the transactions contemplated by this Agreement or any of the other Transaction Documents under the HSR Act or any other applicable Competition Law Law, or if any suit or proceeding Action is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated by this Agreement or any of the other Transaction Documents Document as violative of the HSR Act or any other Competition Law, each of Buyer and Sellers shall use its reasonable best efforts to promptly resolve such objections. In furtherance of the foregoing, Buyer shall, and shall cause its Subsidiaries and Affiliates to, take all actions, including (i) agreeing to hold separate or to divest any of the businesses or properties or assets of Buyer or any of its Affiliates and any assets of any Purchased Subsidiary, (ii) terminating any existing relationships and contractual rights and obligations, (iii) terminating any venture or other arrangement, (iv) creating any relationship, contractual rights or obligations of the Purchased Subsidiaries or Buyer or any of its Affiliates; (v) effectuating any other change or restructuring of the Purchased Subsidiaries or Buyer or any of its Affiliates and (vi) opposing, fully and vigorously, (A) any administrative or judicial action or proceeding that is initiated or threatened to be initiated challenging this Agreement or the consummation of the transactions contemplated hereby and (B) any request for, the entry of, and seek to have vacated or terminated, any order that could restrain, prevent or delay the consummation of the transactions contemplated hereby, including in the case of either (A) or (B) by defending through litigation any action asserted by any Person in any court or before any Governmental Authority, and vigorously pursuing all available avenues of administrative and judicial appeal (and, in each case, to enter into agreements or stipulate to the entry of an order or decree or file appropriate applications with any Governmental Authority in connection with any of the foregoing and in the case of actions by or with respect to the Purchased Subsidiaries, by consenting to such action), as may be required (x) by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under the HSR Act or any other applicable Competition Law or (y) by any domestic or foreign court or other tribunal, in any Action challenging such transactions as violative of the HSR Act or any other applicable Competition Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement as soon as practicable and in any event prior to June 24, 2016.

Reasonable Best Efforts; Further Assurance. (a) Subject to the terms and conditions of this Agreement, Buyer and Sellers will Seller shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under Applicable Law to consummate the transactions contemplated by this Agreement (including satisfying all of the Deferred Closing Actions and taking any and all other steps necessary to consummate the Deferred Closings) and the other Transaction Documents, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents. Sellers Seller and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement (including satisfying all of the Transaction DocumentsDeferred Closing Actions and taking any and all other steps necessary to consummate the Deferred Closings), to vest in Buyer or its Subsidiaries ownership of the Business Purchased Subsidiaries and good title to the Purchased Assets and to confirm assure and evidence the assumption by Buyer or its Subsidiaries of the Assumed Liabilities. (b) In furtherance and not in limitation of the foregoing, each of Buyer and Sellers Seller shall make appropriate required filings pursuant to applicable Competition Laws, including an appropriate the filing of a Notification and Report Form pursuant to the HSR ActAct within 10 Business Days after the date hereof, and also any required antitrust filings, including pursuant to the Competition Laws of Germany, as promptly as practicable after the date hereof and all other required antitrust filings, with respect to the transactions contemplated by the Transaction Documents this Agreement as promptly as reasonably practicable and, in the case of such Notification and Report Form pursuant to the HSR Act, in any event within ten (10) Business Days of the date hereofpracticable. Each of Buyer and Sellers Seller shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other applicable Competition Laws and shall take all other actions reasonably necessary or desirable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Competition Laws as soon as practicable. (c) If any objections are asserted with respect to the transactions contemplated by this Agreement or any of the other Transaction Documents under the HSR Act or any other applicable Competition Law Law, or if any suit or proceeding Action is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated by this Agreement or any of the other Transaction Documents Document as violative of the HSR Act or any other Competition Law, each of Buyer and Sellers shall use its reasonable best efforts to promptly resolve such objections. In furtherance of the foregoing, Buyer shall, and shall cause its Subsidiaries and Affiliates to, take all actions, including (i) agreeing to hold separate or to divest any of the businesses or properties or assets of Buyer or any of its Affiliates (including, following the Closing, any Purchased Assets and any assets of any Purchased Subsidiary); (ii) terminating any existing relationships and contractual rights and obligations; (iii) terminating any venture or other arrangement; (iv) creating any relationship, contractual rights or obligations of the Purchased Assets, Purchased Subsidiaries, or Buyer or any of its Affiliates; (v) effectuating any other change or restructuring of the Purchased Assets, Purchased Subsidiaries, or Buyer or any of its Affiliates; and (vi) opposing, fully and vigorously, (A) any administrative or judicial action or proceeding that is initiated or threatened to be initiated challenging this Agreement or the consummation of the transactions contemplated hereby and (B) any request for, the entry of, and seek to have vacated or terminated, any order that could restrain, prevent or delay the consummation of the transactions contemplated hereby, including in the case of either (A) or (B) by defending through litigation any action asserted by any Person in any court or before any Governmental Authority, and vigorously pursuing all available avenues of administrative and judicial appeal (and, in each case, to enter into agreements or stipulate to the entry of an order or decree or file appropriate applications with any Governmental Authority in connection with any of the foregoing and in the case of actions by or with respect to the Purchased Assets or Purchased Subsidiaries; by consenting to such action), as may be required (x) by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under the HSR Act or any other applicable Competition Law or (y) by any domestic or foreign court or other tribunal, in any Action challenging such transactions as violative of the HSR Act or any other applicable Competition Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, none of Buyer and any of its Subsidiaries and Affiliates shall be required to agree to any sale, transfer, license, separate holding, divestiture or other disposition of, or to any prohibition of or any limitation on the acquisition, ownership, operation, effective control or exercise of full rights of ownership, or other modification of rights in respect of, the Business, the Purchased Assets or the Assumed Liabilities, or other remedy that is not conditioned on the consummation of the transactions contemplated by this Agreement or the other Transaction Documents.

Reasonable Best Efforts; Further Assurance. (a) Subject to the terms and conditions of this Agreement, Buyer and Sellers will Seller shall use their respective reasonable best efforts to take, or cause to be taken, all actions (including instituting litigation or any other Action) and to do, or cause to be done, all things necessary or desirable under Applicable Law to consummate the transactions contemplated by this Agreement and the other Transaction DocumentsDocuments as soon as practicable, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary or desirable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary or desirable to consummate the transactions contemplated by this Agreement and the other Transaction Documents as soon as practicable. Sellers Seller and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by the Transaction Documentsthis Agreement, to vest in Buyer or its Subsidiaries ownership of the Business and good title to the Purchased Assets and to confirm the assumption by Buyer or its Subsidiaries of the Assumed LiabilitiesSubsidiaries. (b) In furtherance and not in limitation of the foregoing, each of Buyer and Sellers Seller shall make appropriate required filings pursuant to applicable Competition Laws, including an appropriate the filing of a Notification and Report Form pursuant to the HSR Act, a pre-merger notification form and request for an Advance Ruling Certificate pursuant to the Competition Act, with respect to the transactions contemplated by the Transaction Documents this Agreement as promptly as reasonably practicable and, in the case of such Notification and Report Form pursuant to the HSR Act, in any event within ten (10) Business Days of the date hereofpracticable. Each of Buyer and Sellers Seller shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other applicable Competition Laws and shall take all other actions reasonably necessary or desirable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Competition Laws Laws, and to obtain Competition Act Approval, as soon as practicable. The Buyer and Seller will each pay half of all filing fees incurred in connection with the filings contemplated in this ‎Section 7.01. (c) If any objections are asserted with respect to the transactions contemplated by this Agreement or any of the other Transaction Documents under the HSR Act or any other applicable Competition Law Law, or if any suit or proceeding Action is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated by this Agreement or any of the other Transaction Documents Document as violative of the HSR Act or any other Competition Law, each of Buyer and Sellers shall use its reasonable best efforts to promptly resolve such objections. In furtherance of the foregoing, Buyer shall, and shall cause its Subsidiaries and Affiliates to, take all actions, including (i) agreeing to hold separate or to divest any of the businesses or properties or assets of Buyer or any of its Affiliates and any assets of any Purchased Subsidiary, (ii) terminating any existing relationships and contractual rights and obligations, (iii) terminating any venture or other arrangement, (iv) creating any relationship, contractual rights or obligations of the Purchased Subsidiaries or Buyer or any of its Affiliates; (v) effectuating any other change or restructuring of the Purchased Subsidiaries or Buyer or any of its Affiliates and (vi) opposing, fully and vigorously, (A) any administrative or judicial action or proceeding that is initiated or threatened to be initiated challenging this Agreement or the consummation of the transactions contemplated hereby and (B) any request for, the entry of, and seek to have vacated or terminated, any order that could restrain, prevent or delay the consummation of the transactions contemplated hereby, including in the case of either ‎ ‎(A) or ‎(B) by defending through litigation any action asserted by any Person in any court or before any Governmental Authority, and vigorously pursuing all available avenues of administrative and judicial appeal (and, in each case, to enter into agreements or stipulate to the entry of an order or decree or file appropriate applications with any Governmental Authority in connection with any of the foregoing and in the case of actions by or with respect to the Purchased Subsidiaries, by consenting to such action), as may be required (x) by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under the HSR Act or any other applicable Competition Law or (y) by any domestic or foreign court or other tribunal, in any Action challenging such transactions as violative of the HSR Act or any other applicable Competition Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement as soon as practicable and in any event prior to June 24, 2016.

Reasonable Best Efforts; Further Assurance. (a) Subject to the terms and conditions of this Agreement, each of Holdings, Parent, ASCO GP LLC, Buyer and Sellers will Seller shall use their reasonable best efforts to take, or cause to be taken, all actions (including instituting litigation or any other Action) and to do, or cause to be done, all things necessary or desirable under Applicable Law to consummate the transactions contemplated by this Agreement (including satisfying all of the Deferred Closing Actions and taking any and all other steps necessary to consummate the Deferred Closings) and the other Transaction Documents prior to the End Date, including (i) preparing and filing as promptly as practicable with any Governmental Authority #88639600v31 or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents, including under any Regulatory Law. Sellers Each of Parent, Seller and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement (including satisfying all of the Transaction DocumentsDeferred Closing Actions and taking any and all other steps necessary to consummate the Deferred Closings), to (A) vest in Automatic Switch ownership of the Class B Units, (B) vest in Parent ownership in the ASCO Interests, (C) vest in Buyer or its Subsidiaries ownership of the Business Transferred Subsidiaries (other than ASCO Power) and good title to the Purchased Transferred Assets and to confirm (D) assure and evidence the assumption by Buyer or its Subsidiaries of the Assumed Liabilities. (b) In furtherance and not in limitation of the foregoing, each of Buyer and Sellers Seller shall make appropriate required filings pursuant to applicable Competition Laws, including an appropriate the filing of a Notification and Report Form pursuant to the HSR ActAct and any required filing pursuant to the Competition Laws of the United States and the other jurisdictions listed on Section 10.01(a) of the Disclosure Schedule, with respect to the transactions contemplated by the Transaction Documents this Agreement as promptly as reasonably practicable and, in the case of such Notification and Report Form pursuant to the HSR Act, in any event within ten (10) Business Days of the date hereofpracticable. Each of Holdings, Parent, ASCO GP LLC, Buyer and Sellers Seller shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other applicable Competition Laws and shall take all other actions reasonably necessary or desirable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Competition Laws as soon as practicablepracticable and in any event prior to the End Date. (c) Without limiting the generality of the first sentence of Section 7.01(a), each of Buyer and Seller shall use reasonable best efforts to, in each case to the extent applicable, (i) as promptly as practicable make appropriate filings with or notices (the “NISPOM Filing”) to the Defense Security Service (“DSS”) regarding the parties’ plan to operate the applicable portion of the Business pursuant to a proposal to mitigate foreign ownership, control or influence (“FOCI”) in accordance with the National Industrial Security Program Operating Manual (“NISPOM”), (ii) as promptly as practicable submit an appropriate filing with or notice (the “ITAR Filing”) to the Directorate of Defense Trade Controls (“DDTC”) of the U.S. State Department in accordance with the International Traffic in Arms Regulations (“ITAR”) and (iii) as promptly as practicable make appropriate filings or notices in accordance with NISPOM to obtain assurances that favorable National Interest Determinations or similar determinations under any applicable national or industrial security regulations will permit the Business to continue to have, to the extent it currently has, access to Proscribed Information after the Closing. Buyer and Seller shall share responsibility for preparation and submission of the NISPOM Filing and the ITAR Filing. Buyer and Seller shall each permit the other party to review, prior to submission, the NISPOM Filing and the ITAR Filing and shall consider in good faith the written comments of the other party and its authorized representatives to each of the NISPOM Filing and the ITAR Filing and all documents and submission materials relating thereto. Buyer and Seller hereby agree promptly to provide and cause their respective Affiliates to provide to the other party or to DSS or the DDTC, as appropriate, all information and other assistance necessary to prepare and timely submit the NISPOM Filing and the ITAR Filing in accordance with this Section 7.01(c). Buyer and Seller further hereby agree that (i) if DDTC has either (x) by sixty (60) days after the date hereof failed to grant Buyer’s application for registration as a manufacturer or exporter of #88639600v31 defense articles under ITAR (each such registration, an “ITAR Registration”) or (y) sent written notice to Buyer stating that DDTC has made the final determination that DDTC will neither approve (A) the registration of Buyer nor (B) the transfer from Seller to Buyer of Seller’s ITAR Registration, then Seller may, at its discretion, surrender its ITAR Registration, without impact on the obligation of Buyer to consummate the Closing and (ii) if by sixty (60) days after the date hereof, Buyer has not received the written approval of DSS to operate the applicable portion of the business of the Seller pursuant to a FOCI mitigation agreement in accordance with the NISPOM, Seller may, at its discretion, terminate any or all of its facility security clearances and may terminate, renounce, assign, transfer or sell any associated contracts or contracts for such facility security clearance was required or maintained, without regard to the obligation of Buyer to consummate the Closing. (d) If any objections are asserted with respect to the transactions contemplated by this Agreement or any of the other Transaction Documents under the HSR Act or any other applicable Competition Law or other Applicable Laws, including the Arms Export Control Act, the Defense Production Act and the National Defense Act (collectively, “Regulatory Laws”), or if any suit or proceeding Action is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated by this Agreement or any of the other Transaction Documents Document as violative of any Competition Regulatory Law, each of Parent and Buyer shall, and Sellers shall cause its Affiliates to use its reasonable best efforts to promptly resolve such objectionsobjections prior to the End Date. In furtherance of the foregoing and to procure as promptly as possible clearance from Governmental Authorities reviewing the transactions contemplated by this Agreement or any other Transaction Documents prior to the End Date, Holdings, Parent, ASCO GP LLC and Buyer shall, and shall cause their Subsidiaries and Affiliates to, take all actions in connection therewith, including (i) agreeing to hold separate or to divest any of the businesses or properties or assets of Holdings, Parent, ASCO GP LLC, Buyer or any of their Affiliates (including, following the Closing, any Transferred Assets and any assets of any Transferred Subsidiary); (ii) terminating any existing relationships and contractual rights and obligations; (iii) terminating any venture or other arrangement; (iv) creating any relationship, contractual rights or obligations of the Transferred Assets, Transferred Subsidiaries, Holdings, Parent, ASCO GP LLC or Buyer of any of their Affiliates; (v) effectuating any other change or restructuring of the Transferred Assets, Transferred Subsidiaries, Holdings, Parent, ASCO GP LLC, Buyer or any of their Affiliates, (vi) opposing, fully and vigorously, including through litigation and all available avenues of appeal, (A) any administrative or judicial action or proceeding that is initiated or threatened to be initiated challenging this Agreement or the consummation of the transactions contemplated hereby and (B) any request for, the entry of, and seek to have vacated or terminated, any order that could restrain, prevent or delay the consummation of the transactions contemplated hereby, in the case of (A) and (B) as may be required in order to resolve any objections as a Governmental Authority may have to such transactions under any Regulatory Law and/or to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement; and (vii) commencing any Action before any court or other applicable Governmental Authority, and vigorously pursuing all available avenues of appeal thereto, as may be required in order to (A) resolve any objections as a Governmental Authority may have to such transactions under any Regulatory Law and (B) avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement; #88639600v31 provided, however, that none of Holdings, Parent, ASCO GP LLC, Buyer or any of their Affiliates shall be required to take any such action described in this Section 7.01(d) that has, or would reasonably be expected to have, individually or in the aggregate with any other change, condition, occurrence, effect or development, a Material Adverse Effect.