Common use of Reasonable Best Efforts; Notification Clause in Contracts

Reasonable Best Efforts; Notification. (a) Except to the extent that the Parties’ obligations are specifically set forth elsewhere in this Article VIII, upon the terms and subject to the conditions set forth in this Agreement, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions. (b) The Parent Parties shall give prompt notice to Contributor, and Contributor shall give prompt notice to the Parent Parties, upon becoming aware of (i) any condition, event or circumstance that will result in any of the conditions in Article IX not being met, or (ii) the failure by Contributor, in the case of any Parent Party, or by any Parent Party, in the case of Contributor, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification or the delay or failure to provide such notification, shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement.

Reasonable Best Efforts; Notification. (a) Except to the extent that the Parties’ obligations are specifically set forth elsewhere in this Article VIIIVI, upon the terms and subject to the conditions set forth in this AgreementAgreement (including Section 6.3), each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties Party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions. (b) The Parent Parties Company shall give prompt notice to ContributorParent, and Contributor Parent or Merger Sub shall give prompt notice to the Parent PartiesCompany, upon becoming aware of (i) any condition, event or circumstance that will result in any of the conditions in Article IX Section 7.2(a) or 7.3(a) not being met, or (ii) the failure by Contributor, in the case of any Parent Party, or by any Parent Party, in the case of Contributor, such Party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification or the delay or failure to provide such notification, shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement.

Reasonable Best Efforts; Notification. (a) Except to the extent that the Partiesparties’ obligations are specifically set forth elsewhere in this Article VIIIVI, upon the terms and subject to the conditions set forth in this AgreementAgreement (including Section 6.3 and Section 6.4), each of the Parties parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions. (b) The Parent Parties Company shall give prompt notice to ContributorParent, and Contributor Parent or Merger Sub shall give prompt notice to the Parent PartiesCompany, upon becoming aware of (i) any condition, event or circumstance that will result in any of the conditions in Article IX Section 7.2(a) or 7.3(a) not being met, or (ii) the failure by Contributor, in the case of any Parent Party, or by any Parent Party, in the case of Contributor, such party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification or the delay or failure to provide such notification, shall affect the representations, warranties, covenants or agreements of the Parties parties or the conditions to the obligations of the Parties parties under this Agreement.

Reasonable Best Efforts; Notification. (a) Except to the extent that the Partiesparties’ obligations are specifically set forth elsewhere in this Article VIIIVI, upon the terms and subject to the conditions set forth in this AgreementAgreement (including Section 6.3), each of the Parties parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions. For the avoidance of doubt, neither a Company Change of Recommendation nor a Parent Change of Recommendation, in either case effected in accordance with this Agreement, shall constitute a breach of this Section 6.15(a). (b) The Parent Parties Company shall give prompt notice to ContributorParent, and Contributor Parent or Merger Sub shall give prompt notice to the Parent PartiesCompany, upon becoming aware of (i) any condition, event or circumstance that will result in any of the conditions in Article IX Section 7.2(a) or 7.3(a) not being met, or (ii) the failure by Contributor, in the case of any Parent Party, or by any Parent Party, in the case of Contributor, such party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification or the delay or failure to provide such notification, shall affect the representations, warranties, covenants or agreements of the Parties parties or the conditions to the obligations of the Parties parties under this Agreement.