Common use of Reasonable Efforts; Consents Clause in Contracts

Reasonable Efforts; Consents. (a) Each of the Parties shall cooperate, and use their reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement as promptly as practicable after the date hereof, and in any event prior to the Outside Date, including obtaining all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and other third parties necessary to consummate the transactions contemplated by this Agreement, including the expiry or early termination of any applicable waiting periods; provided, that in no event shall (i) any Group Company, Buyer or Merger Sub be required to pay any fee, penalty or other consideration to obtain any license, permit, consent, approval, authorization, qualification or waiver required under any Contract for the consummation of the transactions contemplated hereby or (ii) Buyer or Merger Sub be required to, or to cause any Group Company to, pay any amounts or incur any obligations (including any guarantee obligations) in connection with any assurances as to financial capability, resources and creditworthiness requested by any third party whose consent or approval is sought or required in connection with the transactions contemplated hereby. Without limiting the foregoing, the Parties understand and agree that the reasonable best efforts of any Party shall not include (A) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity in connection with the transactions contemplated hereby or (B) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action or agreeing to refrain from taking any action (or otherwise agreeing to any of the foregoing) with respect to any of its or the Surviving Corporation’s Subsidiaries or any of their respective Affiliates’ businesses, assets or properties. Buyer shall pay all filing fees payable to any Governmental Entity in connection with any filing required by applicable Law, including under the HSR Act and any other applicable Antitrust Laws. (b) In furtherance and not in limitation of the undertakings pursuant to this ‎Section 5.2, each of Buyer and the Company shall (i) prepare and file any notification and report forms and related material required under the HSR Act and any other applicable Antitrust Laws with respect to the Transactions (if any), and any additional filings or notifications and related material that are necessary, proper or advisable to permit consummation of the Transactions, as promptly as reasonably practicable and advisable (but in no event later than ten (10) Business Days from the date of this Agreement for the filing of any notification and report forms and related material required under the HSR Act except by mutual consent confirmed in writing). (c) Without limiting the provisions of ‎Section 5.2(a) but subject to the limitations set forth therein, Buyer shall, and shall cause each of its Subsidiaries to, make all commercially reasonable efforts to take all necessary steps to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Entity or any other Person so as to enable the parties hereto to consummate the Transactions as promptly as practicable, and in any event prior to the Outside Date. (d) Subject to Applicable Law, the Buyer and Company and their respective counsel shall (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Entity in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Entity relating to the Transactions, including any proceeding initiated by a private person, (ii) have the right to review in advance, and to the extent practicable each shall consult the other on, any material filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Transactions and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions, (iii) promptly inform each other of any material communication (or any other material correspondence or memoranda) received from, or given to, the DOJ or the FTC or any other applicable Governmental Entity and (iv) promptly furnish each other with copies of all correspondence, filings and written communications between them or their Subsidiaries or Affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to the Transactions. The Buyer and Company shall (with respect to any in-person discussion or meeting), and shall to the extent practicable (with respect to any telephonic discussion or meeting), provide the other party and its counsel with advance notice of and the opportunity to participate in any material discussion or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Transactions. Notwithstanding the foregoing, Buyer shall, following consultation with the Company and after giving due consideration to its views and acting reasonably and in good faith, and subject to Buyer’s obligations under ‎Section 5.2(a), direct and control all aspects of the parties’ efforts to gain regulatory clearance either before any Governmental Entity or in any action brought to enjoin the Transactions pursuant to any Antitrust Laws; provided that each of the parties hereto shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to the other parties and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials (including correspondence) submitted to, any third party and/or any Governmental Entity in connection with any governmental inquiry, investigation or proceeding with respect to the Transactions. The Buyer and Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this ‎Section 5.2 as “Antitrust Counsel Only Material.” Notwithstanding anything to the contrary in this ‎Section 5.2, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and the Company Subsidiaries. (e) No Party shall take any action that would reasonably be expected to adversely affect the approval of any Governmental Entity of any of the aforementioned filings. The Parties further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the Parties to consummate the transactions contemplated hereby, to use commercially reasonable efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be. (f) Buyer shall not, and shall cause its Affiliates not to, acquire or agree to acquire any rights, assets, business, Person or division thereof operating primarily within the business of “Safety Assessment” (as described in Buyer’s Form 10-K as filed with the SEC on February 14, 2017) (through acquisition, license, joint venture, collaboration or otherwise), if such acquisition would reasonably be expected to increase the risk of not obtaining any applicable clearance, consent, approval or waiver under Antitrust Laws with respect to the transactions contemplated by this Agreement.

Reasonable Efforts; Consents. (a) Each of the Parties shall cooperate, Purchaser and Seller agree to use their reasonable best efforts to take, take or cause to be taken, taken all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement as promptly as practicable after the date hereof, and in any event prior to the Outside Date, including obtaining all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and other third parties necessary to consummate the transactions contemplated by this Agreement, including the expiry or early termination of any applicable waiting periods; provided, that in no event shall (i) any Group Company, Buyer or Merger Sub be required to pay any fee, penalty or other consideration to obtain any license, permit, consent, approval, authorization, qualification or waiver required under any Contract for the consummation of the transactions contemplated hereby or (ii) Buyer or Merger Sub be required to, or to cause any Group Company to, pay any amounts or incur any obligations (including any guarantee obligations) in connection with any assurances as to financial capability, resources and creditworthiness requested by any third party whose consent or approval is sought or required in connection with the transactions contemplated hereby. Without limiting the foregoing, the Parties understand and agree that the reasonable best efforts of any Party shall not include (A) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity in connection with the transactions contemplated hereby or (B) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action or agreeing to refrain from taking any action (or otherwise agreeing to any of the foregoing) with respect to any of its or the Surviving Corporation’s Subsidiaries or any of their respective Affiliates’ businesses, assets or properties. Buyer shall pay all filing fees payable to any Governmental Entity in connection with any filing required by applicable Law, including under the HSR Act and any other applicable Antitrust Laws. (b) In furtherance and not in limitation of the undertakings pursuant to this ‎Section 5.2, each of Buyer and the Company shall (i) prepare and file any notification and report forms and related material required under the HSR Act and any other applicable Antitrust Laws with respect to the Transactions (if any), and any additional filings or notifications and related material that are actions necessary, proper or advisable to permit consummation consummate the transactions contemplated in this Agreement. Seller and Purchaser shall use reasonable efforts to obtain the authorizations, consents, orders and approvals of Governmental Bodies and other Persons as may be necessary for the performance of its obligations pursuant to this Agreement. Seller and Purchaser shall each use their respective reasonable efforts to cooperate and furnish the other such necessary information and reasonable assistance as the other may reasonably request in connection with obtaining as expeditiously as possible all necessary Consents from relevant Governmental Bodies. Neither Seller nor Purchaser will take any action which will have the effect of delaying, impairing or impeding the receipt of any required regulatory approvals and will use its reasonable efforts to secure such approvals as promptly as possible. Any fees or royalties in connection with obtaining any Consents or required by the owner of third party intellectual property relating to the consent to transfer, assign or acquire rights with respect to any intellectual property relating to the Operations shall be borne by Purchaser. (b) Without limiting the generality of the Transactionsforegoing, as promptly as reasonably practicable and advisable (but in no event later than ten fifteen (1015) Business Days from after the date of this Agreement hereof, Seller and Purchaser shall file in compliance with the applicable legal requirements (i) the applications with the FCC, NOAA, the DOD and the DOS for the filing transfer and/or assignment to Purchaser of any the Permits issued by the FCC, NOAA, the DOD and the DOS, respectively, along with all applications for Permits or Permit amendments that have been filed by Seller with the FCC, NOAA, the DOD or the DOS and (ii) the notification and report forms form, if any, required for the transaction contemplated hereby and related material required under the HSR Act except by mutual consent confirmed any supplemental information requested in writing). (c) Without limiting the provisions of ‎Section 5.2(a) but subject connection therewith pursuant to the limitations set forth thereinHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, Buyer shallas amended (the “HSR Act”), with the U.S. Federal Trade Commission and the United States Department of Justice. No later than five (5) days after the Closing Date, Purchaser shall cause file in compliance with the applicable legal requirements the notification and transfer provisions for compliance with defense trade licensing requirements pursuant to the International Traffic in Arms Regulations at 22 C.F.R. 122.4. Thereafter, Seller and Purchaser shall each of its Subsidiaries to, make all commercially use their respective reasonable best efforts to take cooperate and furnish the other such necessary information and reasonable assistance as the other may reasonably request in connection with obtaining as expeditiously as possible all necessary steps to avoid or eliminate each Consents from the FCC and every impediment under any Antitrust Law that may be asserted by any other applicable Governmental Entity or any other Person so as to enable the parties hereto to consummate the Transactions as promptly as practicable, Bodies. Seller and in any event prior to the Outside Date. (d) Subject to Applicable Law, the Buyer Purchaser shall cooperate and Company and their respective counsel shall (i) cooperate in all respects consult with each other in connection with any filing or submission with a Governmental Entity in connection with the Transactions making of all such filings and in connection with any investigation or other inquiry notifications, including by or before a Governmental Entity relating providing copies of all relevant documents to the Transactionsnon-filing party and its advisors prior to filing; provided, including any proceeding initiated by a private personthat, (ii) have the right to review in advance, and to the extent practicable each reasonably requested by the filing party, the non-filing party shall consult agree to arrangements to preserve any confidentiality or privilege that might apply to the other on, any material filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Transactions and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions, (iii) promptly inform each other of any material communication (or any other material correspondence or memoranda) received from, or given to, the DOJ or the FTC or any other applicable Governmental Entity and (iv) promptly furnish each other with copies of all correspondence, filings and written communications between them or their Subsidiaries or Affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to the Transactions. The Buyer and Company shall (with respect to any in-person discussion or meeting), and shall to the extent practicable (with respect to any telephonic discussion or meeting), provide the other party and its counsel with advance notice of and the opportunity to participate in any material discussion or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Transactions. Notwithstanding the foregoing, Buyer shall, following consultation with the Company and after giving due consideration to its views and acting reasonably and in good faith, and subject to Buyer’s obligations under ‎Section 5.2(a), direct and control all aspects of the parties’ efforts to gain regulatory clearance either before any Governmental Entity or in any action brought to enjoin the Transactions pursuant to any Antitrust Laws; provided that each of the parties hereto shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to the other parties and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials (including correspondence) submitted to, any third party and/or any Governmental Entity in connection with any governmental inquiry, investigation or proceeding with respect to the Transactions. The Buyer and Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this ‎Section 5.2 as “Antitrust Counsel Only Materialsuch relevant documents.” Notwithstanding anything to the contrary in this ‎Section 5.2, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and the Company Subsidiaries. (e) No Party shall take any action that would reasonably be expected to adversely affect the approval of any Governmental Entity of any of the aforementioned filings. The Parties further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the Parties to consummate the transactions contemplated hereby, to use commercially reasonable efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be. (f) Buyer shall not, and shall cause its Affiliates not to, acquire or agree to acquire any rights, assets, business, Person or division thereof operating primarily within the business of “Safety Assessment” (as described in Buyer’s Form 10-K as filed with the SEC on February 14, 2017) (through acquisition, license, joint venture, collaboration or otherwise), if such acquisition would reasonably be expected to increase the risk of not obtaining any applicable clearance, consent, approval or waiver under Antitrust Laws with respect to the transactions contemplated by this Agreement.

Reasonable Efforts; Consents. (a) Each From the date hereof until the earlier of the Closing or the termination of this Agreement, each of the Parties shall cooperate, and use their respective reasonable best efforts to take, or cause to be takentaken (including, with respect to Sellers, by the Company or any Company Subsidiary), all action, and to do, or cause to be donedone (including, with respect to Sellers, by the Company or any Company Subsidiary), all things necessarynecessary to consummate, proper or advisable under applicable Laws to consummate required as a result of or in connection with, the transactions contemplated by this Agreement hereby as promptly as practicable after the date hereof, and in any event prior to the Outside Date, including obtaining all licenses, permits, consents, approvals, authorizations, qualifications and orders Consents of Governmental Entities and other third parties necessary to consummate consummate, or required as a result of or in connection with, the transactions contemplated by this Agreement, including the expiry or early termination of any applicable waiting periodshereby; provided, provided that in no event shall (i) any Group Companyeither Seller be required to, Buyer or Merger Sub be required to cause the Company or any Company Subsidiary to, pay any fee, penalty or other consideration to obtain any license, permit, consent, approval, authorization, qualification or waiver Consent required under any Contract for the consummation of the transactions contemplated hereby or (ii) hereby. In addition to the foregoing, Buyer or Merger Sub be required to, or agrees to cause any Group Company to, pay any amounts or incur any obligations (including any guarantee obligations) in connection with any provide such assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Entity or other third party whose consent or approval Consent is sought or required in connection with the transactions contemplated hereby. Subject to compliance with Sellers’ covenants contained herein, neither Seller shall have any liability to Buyer or any other Buyer Indemnified Party arising out of or relating to the failure of such Seller to obtain any such Consent prior to the Closing. Without limiting the generality of the foregoing, from time to time after the Closing Date, each of the Parties understand shall, and agree that shall cause its Affiliates to, at the reasonable best efforts sole cost and expense of the requesting party, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may reasonably be necessary to appropriately consummate or give effect to the transactions contemplated hereby. For the avoidance of doubt, no Seller shall be required to pay any Party shall not include money in relation to obtaining any such Consent. (Ab) entering into Without limiting the generality of the foregoing, Buyer and Sellers will promptly after the date hereof make any settlement, undertaking, consent decree, stipulation or agreement filings with any Governmental Entity regarding Antitrust Law that are necessary to consummate the transactions contemplated hereby (the “Antitrust Filings”). Each Party will promptly furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any Antitrust Filing. In connection with any communications, meetings, or other contacts, formal or informal, oral or written, with any Governmental Entity regarding matters of Antitrust Law in connection with the transactions contemplated hereby by this Agreement or (B) divesting or otherwise holding separate (including by establishing a trust or otherwise)any such declaration, filing, registration, notice, authorization, Consent, or taking any other action or agreeing to refrain from taking any action (or otherwise agreeing to any of the foregoing) with respect to any of its or the Surviving Corporation’s Subsidiaries or any of their respective Affiliates’ businesses, assets or properties. Buyer shall pay all filing fees payable to any Governmental Entity in connection with any filing required by applicable Law, including under the HSR Act and any other applicable Antitrust Laws. (b) In furtherance and not in limitation of the undertakings pursuant to this ‎Section 5.2approval, each of Buyer and Party will promptly provide the Company shall (i) prepare and file any notification and report forms and related material required under the HSR Act and any other applicable Antitrust Laws with respect to the Transactions (if any), and any additional filings or notifications and related material that are necessary, proper or advisable to permit consummation of the Transactions, as promptly as reasonably practicable and advisable (but in no event later than ten (10) Business Days from the date of this Agreement for the filing of any notification and report forms and related material required under the HSR Act except by mutual consent confirmed in writing). (c) Without limiting the provisions of ‎Section 5.2(a) but subject to the limitations set forth therein, Buyer shall, and shall cause each of its Subsidiaries to, make all commercially reasonable efforts to take all necessary steps to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Entity or any other Person so as to enable the parties hereto to consummate the Transactions as promptly as practicable, and in any event prior to the Outside Date. (d) Subject to Applicable Law, the Buyer and Company and their respective counsel shall (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Entity in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Entity relating to the Transactions, including any proceeding initiated by a private person, (ii) have the right to review in advance, and to the extent practicable each shall consult the other on, any material filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Transactions and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions, (iii) promptly inform each other of any material communication (or any other material correspondence or memoranda) received from, or given to, the DOJ or the FTC or any other applicable Governmental Entity and (iv) promptly furnish each other with copies of all correspondence, filings and written communications (and memoranda setting forth the substance of all oral communications) between them each of them, any of their Affiliates or any of its or their Subsidiaries or AffiliatesRepresentatives, on the one hand, and any Governmental Entity or its respective staffEntity, on the other hand, with respect to this Agreement or the Transactionstransactions contemplated hereby. The Buyer and Company shall (with respect to any in-person discussion or meeting), and shall to Without limiting the extent practicable (with respect to any telephonic discussion or meeting), provide the other party and its counsel with advance notice generality of and the opportunity to participate in any material discussion or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Transactions. Notwithstanding the foregoing, Buyer shall, following consultation with each Party will promptly notify the Company and after giving due consideration to its views and acting reasonably and in good faith, and subject to Buyer’s obligations under ‎Section 5.2(a), direct and control all aspects other of the parties’ efforts to gain regulatory clearance either before receipt and content of any Governmental Entity inquiries or in any action brought to enjoin the Transactions pursuant to any Antitrust Laws; provided that each of the parties hereto shall have the right to review in advance, and to the extent practicable each will consult the other on, all the requests for additional information relating to the other parties and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials (including correspondence) submitted to, any third party and/or by any Governmental Entity in connection therewith and will promptly provide the other with a description of the information provided to any governmental inquiry, investigation or proceeding Governmental Entity with respect to the Transactionsany such inquiry or request. The Buyer and Company mayIn addition, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to Party will keep the other under this ‎Section 5.2 as “Antitrust Counsel Only Material.” Notwithstanding anything to the contrary in this ‎Section 5.2, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation apprised on a prompt basis of the Company and the Company Subsidiaries. (e) status of any such inquiry or request. No Party shall take acquire by purchase, merger or consolidation any business or Person if the taking of such action that would could reasonably be expected to adversely affect the approval of any Governmental Entity of any of the aforementioned filings. The Parties further covenant Antitrust Filings. (c) Sellers acknowledge and agree, agree that Buyer’s efforts with respect to a threatened Antitrust Filings under this Section 6.2 shall in no event require Buyer or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability any of its Affiliates to take any of the Parties to consummate the transactions contemplated herebyfollowing actions: (i) instituting, to use commercially reasonable efforts to prevent contesting, defending or lift the entry, enactment or promulgation thereof, as the case may be. (f) Buyer shall not, and shall cause its Affiliates not to, acquire or agree to acquire otherwise engaging in any rights, assets, business, Person or division thereof operating primarily within the business of “Safety Assessment” (as described in Buyer’s Form 10-K as filed with the SEC on February 14, 2017) (through acquisition, license, joint venture, collaboration or otherwise), if such acquisition would reasonably be expected to increase the risk of not obtaining any applicable clearance, consent, approval or waiver under Antitrust Laws Proceeding with respect to any Proceeding that is instituted or threatened challenging the transactions contemplated by this AgreementAgreement as violating any Antitrust Law or any Judgment that is entered, enforced, or attempted to be entered or enforced by any Governmental Entity that would make the transactions contemplated by this Agreement illegal or otherwise delay or prohibit the consummation of the transactions contemplated by this Agreement or (ii) proffering and consenting to any Judgment providing for the sale or other disposition, or the holding separate, of particular assets, categories of assets or lines of business, of either assets or lines of business of the Company or any Company Subsidiary or of any other assets or lines of business of Buyer or any of its Affiliates in order to remedy any concerns that any Governmental Entity may have, or proffering and consenting to any other restriction, prohibition or limitation on any of the assets or business of the Company or any Company Subsidiary, Buyer or any of Buyer’s Affiliates, in order to remedy any such concerns.