Common use of Reasonable Efforts; Cooperation; Consents and Approvals Clause in Contracts

Reasonable Efforts; Cooperation; Consents and Approvals. Subject to the Seller's obligations to comply with any Order of the Bankruptcy Court, each of the parties hereto agrees to use its reasonable efforts to take, or cause to be taken, all action to do or cause to be done, and to assist and cooperate with each other party hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions (in each case, to the extent that the same is within the control of such party hereto), including, without limitation, (i) compliance with any Bankruptcy Court approvals, consents and Orders, (ii) the obtaining of all necessary waivers, consents and approvals from Governmental Bodies and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain any approval or waiver from, or to avoid any action or proceeding by, any Governmental Body, (iii) the defending of any lawsuits or any other legal proceedings whether judicial or administrative, challenging this Agreement, the Assumption Agreement or the consummation of the transactions contemplated hereby and thereby and (iv) causing the conditions set forth in Section 6 and 7 to be timely satisfied. Except as otherwise expressly set forth in the Bidding Procedures Order or as required to fulfill Seller's fiduciary duty to obtain the highest and best bid for its assets, the Seller will use its reasonable efforts to obtain from the Bankruptcy Court all Orders, consents and approvals necessary to consummate the transactions contemplated by this Agreement, including without limitation, the Sale Order. In the event the Seller is unable to assign any Assigned Contract to the Purchaser pursuant to an Order of the Bankruptcy Court, the Seller shall use reasonable efforts to obtain, prior to the Closing Date, any Consents necessary to convey to the Purchaser the benefit of such Assigned Contract and, if the Seller is unable to obtain such Consents prior to the Closing Date, the Seller shall, following the Closing Date, use reasonable efforts to obtain any Consents necessary to convey to the Purchaser the benefit of such Assigned Contract until the date of conversion to a case under Chapter 7 of the Bankruptcy Code.

Reasonable Efforts; Cooperation; Consents and Approvals. Subject to the Seller's ’s obligations to comply with any Order order of the Bankruptcy Court, each of the parties hereto Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all action to do or cause to be done, and to assist and cooperate with each other party hereto Party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions transactions contemplated by this Agreement (in each case, to the extent that the same is within the control of such party heretoParty), including, without limitation, (i) compliance with any Bankruptcy Court approvals, consents and Ordersorders, (ii) the obtaining of all necessary waivers, consents and approvals from Governmental Bodies Authorities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain any approval or waiver from, or to avoid any action or proceeding by, any Governmental BodyAuthority, (iii) the defending of any lawsuits or any other legal proceedings whether judicial or administrative, challenging this Agreement, the Assumption Agreement Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby and (iv) causing the conditions set forth in Section 6 Articles IX and 7 X to be timely satisfied. Except as otherwise expressly set forth in the Bidding Procedures Order or as required to fulfill Seller's fiduciary duty to obtain the highest and best bid for its assetsSale Procedures, the Seller will use its commercially reasonable efforts to obtain from the Bankruptcy Court all Ordersorders, consents and approvals necessary to consummate the transactions contemplated by this Agreement, including without limitation, the Sale Approval Order. In the event the Seller is unable to assign any Assigned Contract to the Purchaser pursuant to an Order of the Bankruptcy Court, the Seller shall use reasonable efforts to obtain, prior to the Closing Date, any Consents necessary to convey to the Purchaser the benefit of such Assigned Contract and, if the Seller is unable to obtain such Consents prior to the Closing Date, the Seller shall, following the Closing Date, use reasonable efforts to obtain any Consents necessary to convey to the Purchaser the benefit of such Assigned Contract until the date of conversion to a case under Chapter 7 of the Bankruptcy Code.

Reasonable Efforts; Cooperation; Consents and Approvals. (a) Subject to the Seller's obligations as debtors-in-possession to comply with any Order order of the Bankruptcy CourtCourt (including, without limitation, the Sale Procedures Order) and subject to the Seller's duty to seek and obtain the highest and best price for the Purchased Assets as required by the Bankruptcy Code, each of the parties hereto agrees to Parties shall use its commercially reasonable efforts to take, or cause to be taken, all action to do or cause to be done, and to assist and cooperate with each other party hereto Party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions transactions contemplated by this Agreement (in each case, to the extent that the same is within the control of such party heretoParty), including, without limitation, (i) compliance complying with any Bankruptcy Court approvals, consents and Ordersorders, (ii) the obtaining of all necessary waivers, consents and approvals from Governmental Bodies Authorities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain any approval or waiver from, or to avoid any action or proceeding by, any Governmental BodyAuthority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) defending of any lawsuits or any other legal proceedings whether judicial or administrative, challenging this Agreement, the Assumption Agreement or the consummation of the transactions contemplated hereby and thereby and hereby, (ivv) causing the conditions set forth in Section 6 Articles IX (in the case of the Seller) and 7 X (in the case of the Purchaser) to be timely satisfied, (vi) obtaining amendments to the Conditional Assigned Contracts set forth on Schedule 2.1(a)(iv)(B) on the date of this Agreement on terms and conditions acceptable to the Purchaser and the Seller, each in its sole discretion, (vii) causing the establishment of the legal arrangements set forth in Section 9.12 and (viii) assisting and cooperating, and taking commercially reasonable efforts to cause the Company's accountants to assist and cooperate, in the preparation by the Seller and the audit by Purchaser of the required financial and other information referenced in Section 8.17 (as well as such post-Closing assistance as may be reasonably requested by Purchaser with respect to issues arising from Purchaser's audit of such financial and other information or in response to comments of the Commission to the extent practical taking into account Seller's debtor-in-possession status); provided, however, that all reasonable third-party fees and expenses incurred or paid by Seller in connection with the required financial and other information referenced in Section 8.17, including the fees and expenses of the Company's accountants, shall be promptly reimbursed by Purchaser. Except as otherwise expressly set forth in the Bidding Procedures Order or as required to fulfill Seller's fiduciary duty to obtain the highest and best bid for its assetsSale Procedures, the Seller will shall use its commercially reasonable efforts to obtain from the Bankruptcy Court all Ordersorders, consents and approvals necessary to consummate the transactions contemplated by this Agreement, including without limitation, the Sale Order. In the event the Seller is unable to assign any Assigned Contract to the Purchaser pursuant to an Order of the Bankruptcy Court, the Seller shall use reasonable efforts to obtain, prior to the Closing Date, any Consents necessary to convey to the Purchaser the benefit of such Assigned Contract and, if the Seller is unable to obtain such Consents prior to the Closing Date, the Seller shall, following the Closing Date, use reasonable efforts to obtain any Consents necessary to convey to the Purchaser the benefit of such Assigned Contract until the date of conversion to a case under Chapter 7 of the Bankruptcy Code.

Reasonable Efforts; Cooperation; Consents and Approvals. (a) Subject to the Seller's obligations as debtors-in-possession to comply with any Order order of the Bankruptcy CourtCourt (including, without limitation, the Sale Procedures Order) and subject to the Seller's duty to seek and obtain the highest and best price for the Purchased Assets as required by the Bankruptcy Code, each of the parties hereto agrees to Parties shall use its commercially reasonable efforts to take, or cause to be taken, all action to do or cause to be done, and to assist and cooperate with each other party hereto Party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions transactions contemplated by this Agreement (in each case, to the extent that the same is within the control of such party heretoParty), including, without limitation, (i) compliance complying with any Bankruptcy Court approvals, consents and Ordersorders, (ii) the obtaining of all necessary waivers, consents and approvals from Governmental Bodies Authorities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain any approval or waiver from, or to avoid any action or proceeding by, any Governmental BodyAuthority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) defending of any lawsuits or any other legal proceedings whether judicial or administrative, challenging this Agreement, the Assumption Agreement or the consummation of the transactions contemplated hereby and thereby and hereby, (ivv) causing the conditions set forth in Section 6 Articles IX (in the case of the Seller) and 7 X (in the case of the Purchaser) to be timely satisfied, (vi) assisting and cooperating, and taking commercially reasonable efforts to cause the Company's accountants to assist and cooperate, in the preparation by the Seller and the audit by Purchaser of the required financial and other information referenced in Section 8.17 (as well as such post-Closing assistance as may be reasonably requested by Purchaser with respect to issues arising from Purchaser's audit of such financial and other information or in response to comments of the Commission to the extent practical taking into account Seller's debtor-in-possession status); provided, however, that all reasonable third-party fees and expenses incurred or paid by Seller in connection with the required financial and other information referenced in Section 8.17, including the fees and expenses of the Company's accountants, shall be promptly reimbursed by Purchaser. Except as otherwise expressly set forth in the Bidding Procedures Order or as required to fulfill Seller's fiduciary duty to obtain the highest and best bid for its assetsSale Procedures, the Seller will shall use its commercially reasonable efforts to obtain from the Bankruptcy Court all Ordersorders, consents and approvals necessary to consummate the transactions contemplated by this Agreement, including without limitation, the Sale Order. In the event the Seller is unable to assign any Assigned Contract to the Purchaser pursuant to an Order of the Bankruptcy Court, the Seller shall use reasonable efforts to obtain, prior to the Closing Date, any Consents necessary to convey to the Purchaser the benefit of such Assigned Contract and, if the Seller is unable to obtain such Consents prior to the Closing Date, the Seller shall, following the Closing Date, use reasonable efforts to obtain any Consents necessary to convey to the Purchaser the benefit of such Assigned Contract until the date of conversion to a case under Chapter 7 of the Bankruptcy Code.