Common use of Reasonable Best Efforts; Notification Clause in Contracts

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each party 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, as promptly as practicable, the Transactions, including (i) obtaining all necessary or advisable Consents from, making all necessary registrations, declarations and filings with and taking all reasonable steps as may be necessary to obtain a Consent from or avoid a Proceeding by any Governmental Entity or other third party with respect to this Agreement or the Transactions, (ii) furnishing all information required to be furnished in connection with obtaining any Consents from or making any filings with any Governmental Entity or other third party, and promptly cooperating with and furnishing information in connection with any such requirements imposed upon any party or any of their respective subsidiaries in connection with this Agreement or the consummation of the Transactions, (iii) defending or contesting of any Proceedings challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed and (iv) executing and delivering any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement, in the case of each of clauses (i) through (iv), other than with respect to Consents, registrations, declarations, filings, instruments and Proceedings relating to or under the HSR Act, Section 721 or any other Required Regulatory Approval, which are the subject of Sections 6.03(b), 6.03(c) and 6.03(d), as applicable.

Reasonable Best Efforts; Notification. (a) Upon Each of the terms and subject parties has agreed to the conditions set forth in this Agreement, each party shall use its reasonable best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the TransactionsMerger, including (i) • identifying and obtaining all necessary or advisable Consents fromactions, waivers, consents and approvals from governmental entities and making all necessary registrations, declarations and registrations (including filings with governmental entities, if any) and taking all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an action or proceeding by, any governmental entity, • obtaining all necessary consents, approvals and waivers from or avoid a Proceeding by third parties, • with certain exceptions, defending any Governmental Entity lawsuits or other third party with respect to this Agreement or legal proceedings challenging the Transactions, (ii) furnishing all information required to be furnished in connection with obtaining any Consents from or making any filings with any Governmental Entity or other third party, and promptly cooperating with and furnishing information in connection with any such requirements imposed upon any party or any of their respective subsidiaries in connection with this Agreement Merger Agree- ment or the consummation of the TransactionsMerger, (iii) defending or contesting of any Proceedings challenging this Agreement or the consummation of the Transactionsincluding, including when reasonable, seeking to have any stay or temporary restraining order entered by any Governmental Entity court or other governmental entity vacated or reversed reversed, and (iv) • executing and delivering any additional instruments necessary to consummate the Transactions Merger and to fully carry out the purposes of this the Merger Agreement. We and our subsidiaries are not obligated to prepay or redeem any debt, amend or waive the provisions of any contract, or to pay any consent or similar fees or payments, or divest any assets or enter into commitments regarding the conduct of its business or licensing of technology or know-how, in each case unless such action is conditioned upon the case consummation of the Merger. FIS and we have agreed to promptly make (and cooperate with each of clauses (iother in making) through (iv)all necessary registrations, other than filings and submissions with respect to Consents, registrations, declarations, filings, instruments the Merger Agreement and Proceedings relating to or under the HSR Act, Section 721 or any other Required Regulatory Approval, which are the subject of Sections 6.03(b), 6.03(c) and 6.03(d), as applicable.Merger required under

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each party shall of Parent, Merger Sub and the Company agrees to use its reasonable best efforts to take, or cause to be taken, all actions, 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 necessary to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, as promptly as in the most expeditious manner practicable, the TransactionsMerger and the other transaction contemplated by this Agreement, including using reasonable best efforts with respect to (i) obtaining all necessary actions or advisable Consents fromnon-actions, waivers, Consents, qualifications and approvals from Governmental Entities and making all necessary registrations, declarations filings and filings with notifications and taking all reasonable steps as may be necessary to obtain a Consent an approval, clearance, non-action letter, waiver or exemption from or avoid a Proceeding by any Governmental Entity or other third party with respect to this Agreement or (including under the Transactions, HSR Act); (ii) furnishing obtaining all information required to be furnished in connection with obtaining any Consents necessary consents, qualifications, approvals, waivers or exemptions from or making any filings with any Governmental Entity or other non-governmental third party, and promptly cooperating with and furnishing information in connection with any such requirements imposed upon any party or any of their respective subsidiaries in connection with this Agreement or the consummation of the Transactions, parties; (iii) defending any lawsuits or contesting of any Proceedings other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsMerger, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed; and (iv) executing and delivering any additional documents or instruments necessary to consummate the Transactions Merger and to fully carry out this Agreement. For the purposes avoidance of doubt, the Company and its Representatives shall not be prohibited under this Section 6.03 from effecting an Adverse Recommendation Change in accordance with Section 5.04(b) and 5.04(c); provided that any such Adverse Recommendation Change shall not affect the obligations of the Company under this Agreement, in the case of each of clauses (i) through (iv), other than with respect to Consents, registrations, declarations, filings, instruments and Proceedings relating to or including under the HSR Act, this Section 721 or any other Required Regulatory Approval, which are the subject of Sections 6.03(b), 6.03(c) and 6.03(d), as applicable6.03.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each party 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 reasonably necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the TransactionsMerger. In furtherance of the foregoing, including (i) the Company shall use commercially reasonable efforts to, and shall cause its Subsidiary Deltek Danmark A/S to use its commercially reasonable efforts to, obtain a written consent to the Merger and related transaction from the licensor under each of the contracts specified in Section 6.5(a) of the Disclosure Schedule, (ii) each of the parties shall use their reasonable best efforts to (a) the obtaining of all necessary or advisable Consents from, and the making of all necessary registrations, declarations Registrations specified in Section 3.3(c) and filings with Section 4.3(c) and the taking of all reasonable steps as may be necessary to obtain a Consent such Consents and to make such Registrations, (b) the obtaining of all other necessary consents, approvals or waivers from or avoid a Proceeding by third parties, (c) the defending of any Governmental Entity lawsuits or other third party with respect to this Agreement Proceedings, whether judicial or the Transactionsadministrative, (ii) furnishing all information required to be furnished in connection with obtaining any Consents from or making any filings with any Governmental Entity or other third party, and promptly cooperating with and furnishing information in connection with any such requirements imposed upon any party or any of their respective subsidiaries in connection with this Agreement or the consummation of the Transactions, (iii) defending or contesting of any Proceedings challenging this Agreement or the consummation of the TransactionsMerger, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (ivd) executing the execution and delivering delivery of any additional instruments necessary to consummate the Transactions Merger and to fully carry out the purposes of this Agreement; provided, however, that the obligations set forth in this sentence shall not be deemed to have been breached as a result of actions taken by the case Company expressly permitted under Section 6.3. Notwithstanding the foregoing, neither Parent or Sub, on the one hand, and the Company and its Subsidiaries, on the other hand, shall be obligated to amend or waive the provisions of each any Contract, or to pay any consent or similar fees or payments unless such action is conditioned upon the consummation of clauses (i) through (iv)the Merger. Without limiting the foregoing, other than with respect none of the parties shall take or agree to Consents, registrations, declarations, filings, instruments and Proceedings relating take any action that would reasonably be expected to result in any of the conditions set forth in Article VII not being satisfied or under to delay or prevent consummation of the HSR Act, Section 721 Merger or any other Required Regulatory Approval, which are the subject of Sections 6.03(b), 6.03(c) and 6.03(d), as applicabletransactions contemplated by this Agreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each party of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the TransactionsMerger, including (i) the obtaining of all necessary or advisable Consents from, and the making of all necessary registrations, declarations Registrations specified in Section 3.3(c) and filings with Section 4.4 and the taking of all reasonable steps as may be necessary to obtain a Consent from or avoid a Proceeding by any Governmental Entity or other third party with respect such Consents and to this Agreement or the Transactionsmake such Registrations, (ii) furnishing the obtaining of all information required to be furnished in connection with obtaining any Consents necessary consents, approvals or waivers from or making any filings with any Governmental Entity or other third party, and promptly cooperating with and furnishing information in connection with any such requirements imposed upon any party or any of their respective subsidiaries in connection with this Agreement or the consummation of the Transactionsparties, (iii) the defending or contesting of any Proceedings lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsMerger, including including, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (iv) executing the execution and delivering delivery of any additional instruments necessary to consummate the Transactions Merger and to fully carry out the purposes of this Agreement; provided, however, that the obligations set forth in this sentence shall not be deemed to have been breached as a result of actions by the case of each of clauses Company expressly permitted under Section 6.4. Notwithstanding the foregoing, the Company and its Subsidiaries shall not be obligated to prepay or redeem debt (i) through (ivor notes), other than with respect amend or waive the provisions of any Contract, or to Consentspay any consent or similar fees or payments unless such action is conditioned upon the consummation of the Merger. Without limiting the foregoing, registrations, declarations, filings, instruments Parent and Proceedings relating its Subsidiaries shall not take or agree to take any action that would reasonably be expected to delay or under prevent consummation of the HSR Act, Section 721 or any other Required Regulatory Approval, which are the subject of Sections 6.03(b), 6.03(c) and 6.03(d), as applicableMerger.