Common use of Reasonable Efforts; Further Assurances Clause in Contracts

Reasonable Efforts; Further Assurances. From and after the Execution Date, upon the terms and subject to the conditions hereof (including Section 5.3), each of the Parties shall use all reasonable efforts to take, or cause to be taken, all appropriate action, and to do or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable. Without limiting or effect to the other terms of this Agreement, the Parties hereto agree that, from time to time, whether before, at or after the Applicable Closing Date, each of them will execute and deliver, or cause to be executed and delivered, such instruments of assignment, transfer, conveyance, endorsement, direction or authorization as may be necessary to consummate and make effective the transactions contemplated by this Agreement as of the Applicable Closing Date. Without limiting the generality of the foregoing, (a) prior to the Applicable Closing Date, Crestwood will, and will cause the Contributed Entities to, give the notices and use commercially reasonable efforts to obtain the consents (but without any obligation to pay any money or otherwise give anything of value to obtain any such consent) set forth on Section 3.3 of the Crestwood Disclosure Schedule, and (b) (i) as soon as practicable, and whether before or after the Applicable Closing Date, Crestwood will, and will cause its Affiliates to, transfer to Newco or a Contributed Entity, at no cost, any assets, properties, Contracts (including the US Salt Lease), or rights owned or held by Crestwood or any of its Affiliates (other than Newco and the Contributed Entities) and used solely in connection with the business or affairs of the Contributed Entities and (ii) until such time as such assets, properties, Contracts or rights are transferred to Newco or a Contributed Entity, Crestwood will and will cause its Affiliates to, at no cost, reasonably maintain such assets, properties, contracts (including the US Salt Lease) or rights and provide Newco and the Contributed Entities with the benefits thereof.

Reasonable Efforts; Further Assurances. From (a) Target and after Buyer shall use their reasonable best efforts to satisfy or cause to be satisfied all of the Execution Dateconditions precedent set forth in Article 7, upon as applicable to each of them. Each of Party, at the reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the Merger and other transactions contemplated by this Agreement. (b) Subject to the terms and subject conditions hereof, Target and Buyer agree to the conditions hereof (including Section 5.3), each of the Parties shall use all their respective reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Merger and other transactions contemplated by this Agreement as promptly as practicable. Without limiting or effect including, without limitation, using their respective reasonable best efforts: (i) to obtain prior to the other terms Closing Date all licenses, certificates, permits, consents, approvals, authorizations, qualifications and orders of this Agreement, Regulatory Authorities and parties to contracts with the Parties hereto agree that, from time to time, whether before, at or after their subsidiaries as are necessary for the Applicable Closing Date, each consummation of them will execute and deliver, or cause to be executed and delivered, such instruments of assignment, transfer, conveyance, endorsement, direction or authorization as may be necessary to consummate and make effective the transactions contemplated hereby; (ii) to effect all necessary registrations and filings required by this Agreement as of the Applicable Closing Date. Without limiting the generality of the foregoing, any Regulatory Authority (a) prior to the Applicable Closing Date, Crestwood will, in connection with which Target and will cause the Contributed Entities to, give the notices and use commercially reasonable efforts to obtain the consents (but without any obligation to pay any money or otherwise give anything of value to obtain any such consent) set forth on Section 3.3 of the Crestwood Disclosure Schedule, and (b) (i) as soon as practicable, and whether before or after the Applicable Closing Date, Crestwood will, and will cause its Affiliates to, transfer to Newco or a Contributed Entity, at no cost, any assets, properties, Contracts (including the US Salt Lease), or rights owned or held by Crestwood or any of its Affiliates (Buyer shall cooperate with each other than Newco and the Contributed Entities) and used solely in connection with the business making of all such registrations and filings, including, without limitation, providing copies of all such documents to the non-filing party and its advisors prior to the time of such filing and, if requested, will accept all reasonable additions, deletions or affairs of changes suggested in connection therewith); (iii) to furnish to each other such information and assistance as reasonably may be requested in connection with the Contributed Entities foregoing; and (iiiv) until to lift, rescind or mitigate the effects of any injunction, restraining order or other ruling by a Regulatory Authority adversely affecting the ability of any Party to consummate the Merger or other transactions contemplated hereby and to prevent, with respect to any threatened or such time as injunction, restraining order or other such assetsruling, properties, Contracts the issuance or rights are transferred to Newco or a Contributed Entity, Crestwood will and will cause its Affiliates to, at no cost, reasonably maintain such assets, properties, contracts (including the US Salt Lease) or rights and provide Newco and the Contributed Entities with the benefits entry thereof.

Reasonable Efforts; Further Assurances. From (a) Parent and after the Execution DateCompany shall use their commercially reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent set forth in Article VI, upon as applicable to each of them. Each of Parent and the Company, at the reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the Merger and other transactions contemplated by this Agreement. (b) Subject to the terms and subject conditions hereof, the Company and Parent agree to the conditions hereof (including Section 5.3), each of the Parties shall use all their respective reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Merger and other transactions contemplated by this Agreement as promptly as practicable. Without limiting or effect including, without limitation, using their respective reasonable best efforts: (i) to obtain prior to the other terms Closing Date all licenses, certificates, permits, consents, approvals, authorizations, qualifications and orders of this Agreement, Governmental Authorities and parties to contracts with the Parties hereto agree that, from time to time, whether before, at Company or after its Subsidiaries as are necessary for the Applicable Closing Date, each consummation of them will execute and deliver, or cause to be executed and delivered, such instruments of assignment, transfer, conveyance, endorsement, direction or authorization as may be necessary to consummate and make effective the transactions contemplated hereby; (ii) to effect all necessary registrations and filings required by this Agreement as of the Applicable Closing Date. Without limiting the generality of the foregoing, any Governmental Authority (a) prior to the Applicable Closing Date, Crestwood will, and will cause the Contributed Entities to, give the notices and use commercially reasonable efforts to obtain the consents (but without any obligation to pay any money or otherwise give anything of value to obtain any such consent) set forth on Section 3.3 of the Crestwood Disclosure Schedule, and (b) (i) as soon as practicable, and whether before or after the Applicable Closing Date, Crestwood will, and will cause its Affiliates to, transfer to Newco or a Contributed Entity, at no cost, any assets, properties, Contracts (including the US Salt Lease), or rights owned or held by Crestwood or any of its Affiliates (other than Newco in connection with which Parent and the Contributed Entities) and used solely Company shall cooperate with each other in connection with the business making of all such registrations and filings, including, without limitation, providing copies of all such documents to the non-filing party and its advisors prior to the time of such filing and, if requested, will accept all reasonable additions, deletions or affairs of changes suggested in connection therewith); (iii) to furnish to each other such information and assistance as reasonably may be requested in connection with the Contributed Entities foregoing; and (iiiv) until to lift, rescind or mitigate the effects of any injunction, restraining order or other ruling by a Governmental Authority adversely affecting the ability of any Party to consummate the Merger or other transactions contemplated hereby and to prevent, with respect to any threatened or such time as injunction, restraining order or other such assetsruling, properties, Contracts the issuance or rights are transferred to Newco or a Contributed Entity, Crestwood will and will cause its Affiliates to, at no cost, reasonably maintain such assets, properties, contracts (including the US Salt Lease) or rights and provide Newco and the Contributed Entities with the benefits entry thereof.

Reasonable Efforts; Further Assurances. From and (a) As soon as possible after the Execution Datedate hereof, each of Buyer and Sellers shall use its reasonable best efforts to make and shall cause its Affiliates or owners to use reasonable best efforts to make all filings, notices, petitions, statements, registrations, submissions of information, application or submission of other documents required of such party by any Governmental Authority in connection with the transactions contemplated by this Agreement, including: (i) the Filings identified on Section 3.5 of the Company Disclosure Schedule that are required to be made with a Governmental Authority, (ii) any required Filings under applicable Antitrust Laws with respect to the transactions contemplated by this Agreement, (iii) any Filings required under the Securities Act, the Exchange Act, any applicable state or securities or “blue sky” laws and the securities laws of any foreign country, and (iv) any other applicable Laws or rules and regulations of any Governmental Authority relating to, and material to the consummation of, the transactions contemplated hereby. Subject to restrictions required by Law, Buyer and Sellers shall promptly supply, and shall cause their Affiliates or owners promptly to supply, the others with any information which may be reasonably required in order to make any Filings or applications pursuant to this Section 6.3(a). (b) In furtherance and not in limitation of the foregoing, from the date hereof until the Closing Date or earlier termination of this Agreement: (i) as promptly as practicable after the receipt of any oral or written inquiry, correspondence, investigation or Proceeding from any Governmental Authority and in no event more than seven (7) days after the date thereof (unless Buyer and Sellers mutually agree upon an alternative timeframe), each of Buyer and Sellers will, or will cause their respective Affiliates or representatives to, supply as soon as practicable any information and documentary material that may be requested and make all filings and submissions requested by the Governmental Authority; and (ii) each of Buyer and Sellers will, or will cause their respective Affiliates or representatives to, use its reasonable best efforts to take all actions necessary to cause any Governmental Authority to withdraw any objection. From the date hereof until the Closing Date or earlier termination of this Agreement, each of Buyer and Sellers agrees to make available to the other’s counsel such information as each of them may reasonably request, and as may be appropriate under applicable Antitrust Laws relative to its business, assets and property as may be required of each of them to file any information requested by Governmental Authorities pursuant to such Antitrust Laws. Each party shall keep the other parties reasonably informed with respect to the status of any such submissions and filings under any Antitrust Law, including with respect to (i) the receipt of any non-action, action, clearance, consent, approval or waiver, (ii) the expiration of any waiting period, (iii) the commencement or proposed or threatened commencement of any Proceeding under such Antitrust Laws, and (iv) the nature and status of any objections raised or proposed or threatened to be raised under such Antitrust Laws with respect to the transactions contemplated hereby. (c) After the date hereof until the Closing Date or earlier termination of this Agreement, the parties agree to use good faith efforts (A) to give each other reasonable advance notice of all meetings with any Governmental Authority relating to Antitrust Laws, (B) to the extent not prohibited by such Governmental Authority, not participate independently in any such meeting without first giving the other party (or other party’s outside counsel) an opportunity to attend and participate in such meeting, (C) to the extent practicable, give the other party reasonable advance notice of all oral communications with any Governmental Authority relating to Antitrust Laws, (D) if any Governmental Authority initiates an oral communication regarding the Antitrust Laws, promptly notify the other party of the substance of such communication, (E) provide each other with a reasonable advance opportunity to review and comment upon and consider in good faith the views of the other in connection with all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the Antitrust Laws) with a Governmental Authority regarding the Antitrust Laws and (F) promptly provide each other with copies of all written communications to or from any Governmental Authority relating to the Antitrust Laws. The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 6.3 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel and previously-agreed outside economic consultants of the recipient and will not be disclosed by such outside counsel or outside economic consultants to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. (d) Upon the terms and subject to the conditions hereof (including Section 5.3)set forth in this Agreement, each of Sellers, on the Parties shall one hand, and Buyer, on the other hand, agrees to use all its reasonable best efforts to take, or cause to be taken, all appropriate actionactions, and to do do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as practicableAgreement. Without limiting In furtherance of the foregoing, neither Buyer nor any of Sellers shall omit or effect fail to take any action reasonably necessary to consummate the other terms transactions contemplated by this Agreement. In case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, the Parties parties hereto agree that, from time shall use all reasonable best efforts to time, whether before, at or after the Applicable Closing Date, each of them will execute and delivertake, or cause to be executed taken, all such necessary actions. The parties hereto shall not intentionally take any action that would reasonably be expected to have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and deliveredapprovals. In furtherance of the foregoing, such instruments in the event that, following the Closing and during the term of assignmentthe Transition Services Agreement, transfer, conveyance, endorsement, direction or authorization as may be necessary to consummate and make effective Buyer reasonably determines that additional services (other than those then provided under the transactions contemplated by this Transition Services Agreement as of the Applicable Closing Date. Without limiting Closing), are necessary for the generality operation of the foregoingBusiness as currently conducted (“Additional Required Services”), (a) prior then the parties hereto agree to negotiate in good faith for Sellers’ provision of such Additional Required Services pursuant to the Applicable Closing DateTransition Services Agreement; provided, Crestwood willthat Buyer shall not be permitted to seek indemnification, or assert any other claim whatsoever, in respect of a breach of Section 3.13(d) based on Losses relating to the failure of Buyer to receive such Additional Required Services (or have assets necessary to operate the Business in respect of such Additional Required Services) unless Sellers shall have failed to negotiate in good faith for the provision of such Additional Required Services or Sellers are unable to provide such Additional Required Services pursuant to the terms of the Transition Services Agreement. (e) Notwithstanding anything herein to the contrary, Buyer shall, and will cause the Contributed Entities to, give the notices and use commercially reasonable efforts to obtain the consents (but without any obligation to pay any money or otherwise give anything of value to obtain any such consent) set forth on Section 3.3 of the Crestwood Disclosure Schedule, and (b) (i) as soon as practicable, and whether before or after the Applicable Closing Date, Crestwood will, and will shall cause its Affiliates to, transfer take any and all actions reasonably necessary to Newco obtain any consents, clearances or a Contributed Entityapprovals required under or in connection with any Antitrust Law, at no costand to avoid or eliminate each and every impediment under any Antitrust Law asserted by any Governmental Authority, in each case, to consummate the transactions contemplated hereby, including promptly complying with or modifying any assets, properties, Contracts requests for information (including any second request) by any Governmental Authority; provided, that notwithstanding the US Salt Lease)foregoing, nothing in this Section 6.3 shall require, or rights owned or held by Crestwood be construed to require, Buyer or any of its Affiliates to agree to (other than Newco and i) sell, hold, divest, discontinue or limit, before or after the Contributed Entities) and used solely in connection with Closing Date, the business Acquired Assets or affairs any assets, businesses or interests of Buyer, the Contributed Entities and Acquired Companies, or any of their respective Affiliates; (ii) until such time as any conditions relating to, or changes or restrictions in, the operations of any such assets, properties, Contracts businesses or rights are transferred interests; or (iii) any material modification or waiver of the terms and conditions of this Agreement. (f) Buyer will not withdraw any filing under any Antitrust Law and refile it unless Sellers have consented in advance to Newco such withdrawal and refiling. Nothing in this Agreement shall require Sellers or a Contributed Entity, Crestwood will and will cause its their respective Affiliates to, at no cost, reasonably maintain to take or agree to take any action in respect of GCO Canada or Xxxxx Bros. in any event or in respect of the Acquired Companies’ businesses or operations unless the effectiveness of such assets, properties, contracts (including agreement or action is conditioned upon the US Salt Lease) or rights and provide Newco and the Contributed Entities with the benefits thereofClosing.