Common use of Reasonable Efforts/Cooperation Clause in Contracts

Reasonable Efforts/Cooperation. Each of the Parties shall use reasonable best efforts (subject to, and in accordance with applicable Law) to be take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other Parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by and carry out the intent and purposes of this Agreement, including adopting plans or plan amendments and including using reasonable best efforts to obtain satisfaction of the conditions precedent to each Party’s obligations hereunder within its reasonable control and to perform all covenants and agreements herein applicable to such Party and (ii) none of the Parties will, without the prior written consent of the other applicable Party, take any action which would reasonably be expected to prevent or materially impede, interfere with or delay the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, where the cooperation of third parties, such as insurers or trustees, would be necessary in order for a Party to completely fulfill its obligations under this Agreement, such Party shall use reasonable best efforts to cause such third parties to provide such cooperation. Without limiting the foregoing provisions of this Section 10.2, each of the Parties shall cooperate fully on any issue relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the IRS, an advisory opinion from the Department of Labor or any other filing, consent or approval with respect to or by a Governmental Authority.

Reasonable Efforts/Cooperation. Each Subject to the limitations set forth in Section 6.8(d), each of the Parties shall parties hereto agrees to use reasonable best efforts (subject toefforts, and in accordance to cooperate with applicable Law) each other party hereto, to be take promptlytake, or cause to be taken promptlytaken, all actions, and to do promptlydo, or cause to be done promptly, and to assist and cooperate with the other Parties in doingdone, all things reasonably necessary, proper appropriate or advisable desirable to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by and carry out the intent and purposes of this Agreementhereby, including adopting plans or plan amendments and including using (i) taking all reasonable best efforts actions necessary to obtain satisfaction of satisfy the respective conditions precedent to each Party’s obligations hereunder within its reasonable control and to perform all covenants and agreements herein applicable to such Party set forth in Article 7 and (ii) none executing and delivering such other instruments and doing and performing such other acts and things as may be necessary or reasonably desirable to effect completely the consummation of the Parties will, without Merger and the prior written consent other transactions contemplated hereby. Each of the Company and Parent shall keep the other applicable Partyparty reasonably informed of, take and cooperate with the other party in connection with, any action which would reasonably be expected stockholder litigation or claim against it or its directors and officers relating to prevent the Merger or materially impede, interfere with or delay the other transactions contemplated by this Agreement. Without limiting , provided, however, that no settlement of any such litigation shall be agreed to without the generality of the foregoingother party's consent, where the cooperation of third parties, such as insurers or trustees, would be necessary and provided further that all obligations in order for a Party to completely fulfill its obligations under this Agreement, such Party shall use reasonable best efforts to cause such third parties to provide such cooperation. Without limiting the foregoing provisions of this Section 10.2, 6.17 shall be subject to obligations of each of the Parties shall cooperate fully on any issue party under applicable Laws relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the IRS, an advisory opinion from the Department of Labor or any other filing, consent or approval with respect to or by a Governmental Authorityattorney-client communication and privilege.

Reasonable Efforts/Cooperation. (i) Each of the Parties shall use reasonable best efforts (subject to, and in accordance with applicable Law) to be take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other Parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by and carry out the intent and purposes of this Agreement, including adopting plans or plan amendments and including using reasonable best efforts to obtain satisfaction of the conditions precedent to each Party’s obligations hereunder within its reasonable control and to perform all covenants and agreements herein applicable to such Party and (ii) none of the Parties will, without the prior written consent of the any other applicable Party, take any action which would reasonably be expected to prevent or materially impede, interfere with or delay the transactions contemplated by this Agreement. Without limiting the generality of the foregoingforegoing provisions of this Section 10.2, (A) where the cooperation of third parties, such as insurers or trustees, would be necessary in order for a Party to completely fulfill its obligations under this Agreement, such Party shall use reasonable best efforts to cause such third parties to provide such cooperation. Without limiting the foregoing provisions of this Section 10.2, (B) each of the Parties shall cooperate fully on any issue relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the IRS, an advisory opinion from the Department of Labor or any other filing, consent or approval with respect to or by a Governmental AuthorityAuthority (C) each of the Parties shall cooperate in connection with any audits of any Benefit Arrangement or payroll services with respect to which such Party may have Information, (D) each of the Parties shall cooperate in coordinating each of their respective payroll systems and to implement the actions contemplated under Section 8.3, (E) each of the parties shall cooperate in good faith in connection with the notification and consultation with works councils, labor unions and other employee representatives of employees of the Newco Group.

Reasonable Efforts/Cooperation. (i) Each of the Parties shall use reasonable best efforts (subject to, and in accordance with applicable Law) to be take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other Parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by and carry out the intent and purposes of this Agreement, including adopting plans or plan amendments and including using reasonable best efforts to obtain satisfaction of the conditions precedent to each Party’s obligations hereunder within its reasonable control and to perform all covenants and agreements herein applicable to such Party and (ii) none of the Parties will, without the prior written consent of the any other applicable Party, take any action which would reasonably be expected to prevent or materially impede, interfere with or delay the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, where the cooperation of third parties, such as insurers or trustees, would be necessary in order for a Party to completely fulfill its obligations under this Agreement, such Party shall use reasonable best efforts to cause such third parties to provide such cooperation. Without limiting the foregoing provisions of this Section 10.2, each of the Parties shall cooperate fully on any issue relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the IRS, an advisory opinion from the Department of Labor or any other filing, consent or approval with respect to or by a Governmental Authority.

Reasonable Efforts/Cooperation. Each (a) Upon the terms and subject to the conditions set forth in this Agreement, the Company and Purchaser shall use commercially reasonable efforts to obtain in a timely manner all necessary waivers, consents (including in the case of the Parties shall use reasonable best efforts (subject toCompany any required Leased Real Property landlord consents and in connection with the Corporate Reorganization) and approvals and to effect all necessary registrations and filings, and in accordance with applicable Law) to be take promptlyuse commercially reasonable efforts to take, or cause to be taken promptlytaken, all actions, other actions and to do promptlydo, or cause to be done promptly, and to assist and cooperate with the other Parties in doingdone, all other things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by and carry out the intent and purposes of this Agreement, including adopting plans or plan amendments and including using reasonable best efforts to obtain satisfaction of the conditions precedent to each Party’s obligations hereunder within its reasonable control and to perform all covenants and agreements herein applicable to such Party and (ii) none of the Parties will, without the prior written consent of the other applicable Party, take any action which would reasonably be expected to prevent or materially impede, interfere with or delay the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, where the cooperation of third parties, such as insurers or trustees, would be necessary in order for a Party to completely fulfill its obligations under this Agreement, such Party shall use reasonable best efforts to cause such third parties to provide such cooperation. Without limiting the foregoing provisions of this Section 10.2, each of the Parties shall cooperate fully on any issue relating to promptly as practicable the transactions contemplated by this Agreement for which including, without limitation, (i) cooperating in responding to inquiries from, and making presentations to, regulatory authorities and (ii) defending against and responding to any action, suit, proceeding, or investigation, whether judicial or administrative, challenging or relating to this Agreement, or the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Party seeks a determination letter Governmental Entity vacated or private letter ruling from reversed. Notwithstanding the IRSforegoing, an advisory opinion from in no event shall any party’s cooperation require such party to make any payments to any third parties (other than de minimis review and consent payments required by the Department terms of Labor applicable Contracts with third parties, which, except as set forth in Section 6.04(b), shall be borne by Seller), to undertake litigation or any other filing, consent or approval with respect to the Company, to amend or by a Governmental Authoritywaive any provision of any Contract between any Company Entity and any third party unless such amendment or waiver is reasonably acceptable to both Seller and Purchaser.