Common use of Reasonable Efforts; Further Assurances Clause in Contracts

Reasonable Efforts; Further Assurances. Subject to the terms and conditions of this Agreement, VF and the DC Parties will use their reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. The DC Parties and VF agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate expeditiously the transactions contemplated by this Agreement and to vest in VF, at the Closing, good and marketable title to the Purchased Rights. Without limiting the generality of the foregoing, upon receipt of a written request from VF, after the Closing the DC Parties will promptly furnish all necessary documentation (to the extent reasonably available to them) relating to or supporting chain of title to confirm VF's ownership of all right, title and interest in and to the Nautica Name and Mark, provide testimony at any time in connection with any proceedixxx affecting the right, title, interest or benefit of VF in, to or under the Nautica Name and Mark and sign and deliver all papers, take all rightful oaths, and xx xll acts which, in any case, may be reasonably necessary for vesting title after the Closing to the Nautica Name and Mark in VF, its successors, assigns and legal representatives or noxxxxes. In the event the DC Parties fail to execute such documentation after a reasonable period of time following receipt of notice, the DC Parties hereby appoint VF with full and complete authority and power of attorney to act in the stead of the DC Parties and to execute and record as their attorney-in-fact such transfer documentation. Notwithstanding the foregoing provisions of this Section 9, prior to the Closing neither VF nor any of its Affiliates shall (nor shall they request or cause Nautica to) oppose, attempt to cancel or in any way challenge any applications or registrations for, or Nautica's or the DC Parties' rights in and to, the Nautica Name and Mark or take any action that would be deleterious to, or inconsistexx xith, the DC Parties' right, title and interest in, to and under the Purchased Rights.

Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, VF and the DC Parties each party will use their its reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable laws Laws and regulations to consummate the transactions contemplated by this Agreement. The DC Parties Seller and VF the Buyer each agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to (i) consummate or implement expeditiously the transactions contemplated by this Agreement and to Agreement, (ii) vest in VF, at the Closing, Acquisition Sub good and marketable valid title to the Purchased Rights. Without limiting Assets, free and clear of all Liens other than Permitted Exceptions and (iii) transfer to Acquisition Sub the generality of Assumed Liabilities. (b) After the foregoingClosing Date, upon receipt of a reasonable written request from VFnotice, after the Closing Buyer and the DC Parties will promptly Seller shall furnish all necessary documentation or cause to be furnished to each other and their employees, counsel, auditors and representatives access, during normal business hours, to such information and assistance relating to or affecting the Purchased Assets (to the extent within the control of such party) as is reasonably available necessary for financial reporting and accounting matters. (c) After the Closing Date, upon reasonable written notice, the Buyer and the Seller shall furnish or cause to thembe furnished to each other, as promptly as practicable, such information and assistance (to the extent within the control of such party) relating to or supporting chain of title the Purchased Assets (including, access to confirm VF's ownership of all right, title books and interest in and to the Nautica Name and Mark, provide testimony at any time in connection with any proceedixxx affecting the right, title, interest or benefit of VF in, to or under the Nautica Name and Mark and sign and deliver all papers, take all rightful oaths, and xx xll acts which, in any case, may be records) as is reasonably necessary for vesting title after the Closing filing of all Returns, and making of any election related to the Nautica Name and Mark in VF, its successors, assigns and legal representatives or noxxxxes. In the event the DC Parties fail to execute such documentation after a reasonable period of time following receipt of noticeTaxes, the DC Parties hereby appoint VF preparation for any audit by any taxing authority, and the prosecution or defense of any claim, suit or proceeding related to any Return. The Seller and the Buyer shall cooperate with full and complete authority and power of attorney to act each other in the stead conduct of any audit or other proceeding relating to Taxes involving the DC Parties and Business. (d) Neither party shall be required by Section 6.02(b) or (c) to execute and record as their attorney-in-fact such transfer documentation. Notwithstanding the foregoing provisions of this Section 9, prior to the Closing neither VF nor any of its Affiliates shall (nor shall they request or cause Nautica to) oppose, attempt to cancel or in any way challenge any applications or registrations for, or Nautica's or the DC Parties' rights in and to, the Nautica Name and Mark or take any action that would be deleterious tounreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations (or, or inconsistexx xithin the case of the Buyer, the DC Parties' right, title and interest in, Business). Any non-public information received by the Seller following the Closing Date shall be subject to and under the Purchased RightsConfidentiality Agreement.

Reasonable Efforts; Further Assurances. Subject to ‌ (a) Upon the terms and subject to the conditions of set forth in this Agreement, VF and including Section 5.6(b), each of the DC Parties parties hereto will use their all commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary necessary, proper or desirable advisable under applicable laws and regulations Laws to consummate and make effective the transactions contemplated by this Agreement. The DC Parties and VF agree to execute and deliver such other documents, certificates, agreements and other writings Agreement as expeditiously as practicable and to take ensure that the conditions set forth in Article VI are satisfied, insofar as such other actions matters are within the control of any of them, including, but not limited to, obtaining all material consents, clearances, waivers, licenses, registrations, permits, approvals, orders and authorizations as may be are necessary or desirable in order advisable to consummate expeditiously the transactions contemplated by this Agreement and to vest in VFcomply with the terms and conditions of all such material consents, at clearances, waivers, licenses, registrations, permits, approvals, orders and authorizations, including (i) making the Closing, good and marketable title requisite filings pursuant to the Purchased RightsHSR Act, (ii) making all necessary notifications required by and filing all necessary applications with the FCC seeking the consent of the FCC to the transfer or assignment of the Permits and Communications Licenses issued by the FCC to the Company and each of its Subsidiaries in connection with the consummation of the transactions contemplated by this Agreement (the "FCC Consents") and (iii) making all necessary notifications required by and filing all necessary applications with the State PUCs seeking the consent of the applicable State PUC to the transfer or assignment of the Permits and Communications Licenses issued or granted by such State PUC to the Company or any of its Subsidiaries in connection with the consummation of the transactions contemplated by this Agreement (the "State PUC Consents"); and (iv) making all necessary notifications required by and filing all necessary applications with each Municipal Franchising Authority seeking the consent of the Municipal Franchising Authority to the transfer or assignment of the Permits and Communications Licenses issued by the Municipal Franchising Authority to the Company and each of its Subsidiaries in connection with the consummation of the transactions contemplated by this Agreement (the "Municipal Franchising Authority Consents"). Without limiting the generality of the foregoing, upon receipt of a written request from VFand subject to Section 5.2, after the Closing Company, on the DC Parties will promptly one hand, and Parent and Merger Sub, on the other hand, shall each furnish all necessary documentation (to the extent other such necessary information and reasonable assistance as the other party may reasonably available to them) relating to or supporting chain of title to confirm VF's ownership of all right, title and interest in and to the Nautica Name and Mark, provide testimony at any time request in connection with the foregoing. The Company shall defend any proceedixxx affecting lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the rightconsummation of the transactions contemplated by this Agreement, titleincluding promptly seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed. (b) In furtherance and not in limitation of the foregoing, interest each of the parties hereto will use all commercially reasonable efforts to (i) make or benefit cause to be made the applications or filings required to be made by Parent or the Company or any of VF intheir respective Subsidiaries under or with respect to the HSR Act or with respect to the FCC Consents, to or under the Nautica Name and Mark and sign and deliver all papers, take all rightful oathsPUC Consents, and xx xll acts whichMunicipal Franchising Authority Consents, and to pay any fees due of it in any caseconnection with such applications or filings, may be reasonably necessary for vesting title within 20 Business Days after the Closing date hereof, and (ii) comply as expeditiously as practicable with any request under or with respect to the Nautica Name HSR Act or with respect to the FCC Consents and Mark in VFPUC Consents for additional information, its successors, assigns and legal representatives documents or noxxxxes. In other materials received from the event the DC Parties fail to execute such documentation after a reasonable period of time following receipt of noticeFederal Trade Commission, the DC Parties hereby appoint VF Department of Justice, the FCC or any State PUC in connection with full such applications or filings or the Merger and complete authority the other transactions contemplated by this Agreement. Each party hereto shall keep the other reasonably informed of communications from any Governmental Entity regarding any of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained in this Section 5.6, Parent shall be under no obligation to make any divestiture of any asset or agree to any type of behavioral relief that a Governmental Entity may request if such divestiture or behavioral relief would reasonably be expected to have a material and power adverse effect on the benefits expected to be derived from the Merger, or Parent, or if such divestitures or behavioral relief would adversely affect the ability to obtain the Financing. (c) Between the date hereof and the Closing Date, the Company shall, and shall cause its Subsidiaries to, maintain the validity of attorney all Material Communications Licenses and all other material Communications Licenses and comply in all material respects with all requirements of the Communications Licenses and the Laws and the rules and regulations of the FCC and State PUCs. The Company shall, and shall cause its Subsidiaries to, use reasonable commercial efforts to act (a) refrain from taking any action which may jeopardize the validity of any of the Communications Licenses or result in the stead revocation, surrender or any adverse modification of, forfeiture of, or failure to renew under regular terms, any of the DC Parties and to execute and record as their attorney-in-fact such transfer documentation. Notwithstanding the foregoing provisions of this Section 9, prior to the Closing neither VF nor any of its Affiliates shall (nor shall they request or cause Nautica to) oppose, attempt to cancel or in any way challenge any applications or registrations for, or Nautica's or the DC Parties' rights in and to, the Nautica Name and Mark or take any action that would be deleterious to, or inconsistexx xith, the DC Parties' right, title and interest in, to and under the Purchased Rights.Communications Licenses,

Reasonable Efforts; Further Assurances. Subject to (a) Upon the terms and subject to the conditions of set forth in this Agreement, VF and including, without limitation, Section 5.6(b) hereof, each of the DC Parties parties hereto will use their all commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary necessary, proper or desirable advisable under applicable laws and regulations Laws to consummate the transactions contemplated by this Agreement. The DC Parties and VF agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate expeditiously make effective the transactions contemplated by this Agreement as expeditiously as practicable and to vest ensure that the conditions set forth in VFArticle VI are satisfied, at insofar as such matters are within the Closingcontrol of any of them, good and marketable title including, without limitation, (i) making the requisite filings pursuant to the Purchased RightsHSR Act, (ii) making all necessary notifications required by and filing all necessary applications with the FCC seeking the consent of the FCC to the transfer of the Permits and Communications Licenses issued by the FCC to the Company and each of its Subsidiaries in connection with the consummation of the transactions contemplated by this Agreement (the "FCC Consents") and (iii) making all necessary notifications required by and filing all necessary applications with the State PUCs seeking the consent of the applicable State PUC to the assignment of the Permits and Communications Licenses issued or granted by such State PUC to the Company or any of its Subsidiaries in connection with the consummation of the transactions contemplated by this Agreement (the "State PUC Consents"); and (iii) making all necessary notifications required by and filing all necessary applications with each Municipal Franchising Authority seeking the consent of the Municipal Franchising Authority to the transfer of the Permits and Communications Licenses issued by the Municipal Franchising Authority to the Company and each of its Subsidiaries in connection with the consummation of the transactions contemplated by this Agreement (the "Municipal Franchising Authority Consents"). Without limiting the generality of the foregoing, upon receipt and subject to Section 5.2, the Company, on the one hand, and Buyer and Merger Sub, on the other hand, shall each furnish to the other such necessary information and reasonable assistance as the other party may reasonably request in connection with the foregoing. (b) In furtherance and not in limitation of a written request from VFthe foregoing, each of the parties hereto will use all commercially reasonable efforts to (i) make or cause to be made the applications or filings required to be made by Buyer or the Company or any of their respective Subsidiaries under or with respect to the HSR Act or with respect to the FCC Consents, PUC Consents, and Municipal Franchising Authority Consents, and to pay any fees due of it in connection with such applications or filings, within ten Business Days after the date hereof, and (ii) comply as expeditiously as practicable with any request under or with respect to the HSR Act or with respect to the FCC Consents and PUC Consents for additional information, documents or other materials received from the Federal Trade Commission, the Department of Justice, the FCC or any State PUC in connection with such applications or filings or the Merger and the other transactions contemplated by this Agreement. Each party hereto shall promptly inform the others of any communications from any Governmental Entity regarding any of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained in this Section 5.6, Buyer shall be under no obligation whatsoever to take any action requested by any Governmental Entity in order to consummate the Merger or other transactions contemplated by this Agreement, including, without limitation, making any divestiture of any asset or agreeing to any type of behavioral relief that a Governmental Entity may request. (c) Between the date hereof and the Closing Date, the DC Parties will promptly furnish Company shall, and shall cause its Subsidiaries to, maintain the validity of the Communications Licenses and comply in all material respects with all requirements of the Communications Licenses and the rules and regulations of the FCC and State PUCs. The Company shall, and shall cause its Subsidiaries to, use reasonable commercial efforts to (a) refrain from taking any action which may jeopardize the validity of any of the Communications Licenses or result in the revocation, surrender or any adverse modification of, forfeiture of, or failure to renew under regular terms, any of the Communications Licenses, (b) prosecute with due diligence any pending applications with respect to the Communications Licenses, including any renewals thereof, and (c) with respect to Communications Licenses, make all filings and reports and pay all fees necessary documentation or reasonably appropriate for the continued operation of the businesses of the Company and its Subsidiaries, as and when such approvals, consents, permits, licenses, filings, or reports or other authorizations are necessary or appropriate. (d) Subject to Section 5.6(b), in case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, each of the parties to this Agreement shall take or cause to be taken all such necessary action, including the execution and delivery of such further instruments and documents, as may be reasonably requested by any party hereto for such purposes or otherwise to complete or perfect the transactions contemplated by this Agreement. (e) The Company shall, to the extent Buyer may reasonably available to them) relating to or supporting chain of title to confirm VF's ownership of all right, title and interest in and to the Nautica Name and Mark, provide testimony at any time request in connection with any proceedixxx affecting third-party financing Buyer and Merger Sub may seek to obtain in order to fund the righttransactions contemplated by this Agreement and to refinance the existing indebtedness of the Company, title, interest or benefit of VF in, to or under the Nautica Name and Mark and sign and deliver all papers, take all rightful oathsuse its commercially reasonable efforts to, and xx xll acts whichshall cause the Subsidiaries and its and their respective officers, employees and advisors to use their respective commercially reasonable efforts to: (i) cooperate in the preparation of any caseoffering memorandum, private placement memorandum, prospectuses or similar documents, (ii) make senior management of the Company reasonably available for meetings and due diligence sessions, (iii) cooperate with prospective lenders, placement agents, initial purchasers and their respective advisors in performing their due diligence, (iv) enter into customary agreements with underwriters, initial purchasers or placement agents, (v) enter into or help procure pledge and security documents, landlord waivers, other definitive financing documents or other requested certificates or documents, including, without limitation, documents relating to the release of liens in connection with the Company's existing indebtedness, and (vi) provide reasonable assistance with respect to obtaining a customary certificate of the chief financial officer of the Company with respect to solvency matters, comfort letters of accountants, legal opinions and real estate title documentation as may be reasonably necessary for vesting title after requested by Buyer; provided that none of the Closing Company or any Subsidiary shall be required to pay any commitment or similar fee or incur any other liability in connection with any such third-party financing prior to the Nautica Name and Mark Effective Time. Buyer shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in VF, its successors, assigns and legal representatives or noxxxxes. In the event the DC Parties fail to execute connection with such documentation after a reasonable period of time following receipt of notice, the DC Parties hereby appoint VF with full and complete authority and power of attorney to act in the stead of the DC Parties and to execute and record as their attorney-in-fact such transfer documentationcooperation. Notwithstanding the foregoing provisions of foregoing, nothing in this Section 9, prior Agreement shall require the Company Board to the Closing neither VF nor any of its Affiliates shall (nor shall they request or cause Nautica to) oppose, attempt to cancel or in any way challenge any applications or registrations for, or Nautica's or the DC Parties' rights in and to, the Nautica Name and Mark or take any action that would be deleterious to, or inconsistexx xithto approve any third party financing provided in connection with the Merger. Between the date hereof and the Closing Date, the DC Parties' rightCompany shall, title and interest inshall cause its Subsidiaries, and their respective officers, employees, agents, consultants and other representatives to cooperate with Buyer to develop and under the Purchased Rightsimplement a business integration plan (including, without limitation, with respect to network integration, customer relationship management and personnel deployment).