Common use of Support of Transaction Clause in Contracts

Support of Transaction. Without limiting any covenant contained in Article V or Article VI, Acquiror and Sellers shall each, and shall each cause their respective Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, Sellers or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby and (c) take such other actions as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article VIII or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby on the terms and subject to satisfaction or waiver of each of the conditions specified herein. Without limiting the generality of the foregoing, promptly after the date hereof, if and when requested by Acquiror, Sellers shall cause the Companies to communicate with each Person identified on Schedule 3.4 regarding the transactions contemplated hereby and shall promptly, but in any event within three (3) Business Days after learning thereof, inform Acquiror if any such Person thereafter terminates or materially reduces, or threatens in writing to terminate or reduce, its business with the Companies and promptly provide such further information with respect thereto as is available and reasonably requested by Acquiror. Furthermore, at the written request of Acquiror delivered within five (5) Business Days of the date hereof, the Sellers shall, and shall cause the Companies to, cooperate reasonably with Acquiror in obtaining any consents required such that the Brazilian Lines of Credit remain outstanding after the Closing; provided that, without limiting any other amounts that are be included in the computation of Closing Date Indebtedness (including principal, interest, termination fees, prepayment penalties and other fees and expenses), any fees or similar amounts required to be paid to cause such Brazilian Lines of Credit to remain outstanding shall be paid by Acquiror at or after the Closing and such fees or similar amounts shall not be included in the computation of Closing Date Indebtedness, Closing Date Company Transaction Expenses or Closing Date Working Capital.

Support of Transaction. Without limiting any covenant contained in Article V or Article VI, Acquiror and Sellers shall each, and shall each cause their respective Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, Sellers or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby and (c) take such other actions as may reasonably be necessary or as another party Party may reasonably request to satisfy the conditions of Article VIII or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby on the terms and subject to satisfaction or waiver of each of the conditions specified hereinas soon as practicable. Without limiting the generality of Notwithstanding the foregoing, promptly after the date hereof, if and when requested by in no event shall Acquiror, any Sellers shall cause the Companies or any Company be obligated to communicate bear any material expense or pay any material fee or grant any material concession in connection with each Person identified on Schedule 3.4 regarding obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such Company is a party. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall promptlynot give any undertakings, but make any commitments or enter into any agreements (other than in any event within three (3) Business Days after learning thereof, inform Acquiror if any such Person thereafter terminates or materially reduces, or threatens in writing to terminate or reduce, its business with each case as part of confirming the Companies and promptly provide such further information with respect thereto as is available and reasonably requested by Acquiror. Furthermore, at the written request of Acquiror delivered within five (5) Business Days continued existence of the date hereofContract, the Sellers shallPermit or other regulatory consent, and shall cause the Companies toauthorization or approval) binding upon Acquiror or any of its Affiliates, cooperate reasonably with Acquiror in obtaining any consents required such that the Brazilian Lines of Credit remain outstanding including, after the Closing; provided that, the Companies, without limiting any other amounts that are be included in the computation prior written consent of Closing Date Indebtedness Acquiror (including principal, interest, termination fees, prepayment penalties and other fees and expenses), any fees or similar amounts required not to be paid to cause such Brazilian Lines of Credit to remain outstanding shall be paid by Acquiror at unreasonably withheld, conditioned or after the Closing and such fees or similar amounts shall not be included in the computation of Closing Date Indebtedness, Closing Date Company Transaction Expenses or Closing Date Working Capitaldelayed).

Support of Transaction. Without limiting any covenant contained in Article V VI, Article VII or Article VIVIII, Acquiror Buyer and Sellers Seller shall each, and shall each cause their respective Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorBuyer, Sellers Seller, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby by this Agreement, and (c) promptly take such other actions action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article VIII IX or otherwise to comply with this Agreement and to consummate the transactions transaction contemplated hereby on the terms and subject to satisfaction or waiver of each of the conditions specified herein. Without limiting the generality of the foregoing, promptly after the date hereof, if and when requested by Acquiror, Sellers shall cause the Companies to communicate with each Person identified on Schedule 3.4 regarding the transactions contemplated hereby and shall promptly, as soon as practicable (but in any event within three prior to the Termination Date). Except as otherwise specifically provided herein, any expense or fee or grant of any concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated by this Agreement shall be borne and paid fifty percent (350%) Business Days after learning by Seller and fifty percent (50%) by Buyer. Buyer furthermore shall use its reasonable best efforts (including by substituting an equivalent guaranty and/or a letter of credit of Buyer or an Affiliate thereof, inform Acquiror if any such Person thereafter terminates or materially reduces, or threatens in writing ) to terminate or reduce, cooperate with Seller to obtain as soon as practicable following the date hereof (and to be effective from and following the Closing) the full and irrevocable release of Seller from all of its business with the Companies liabilities and promptly provide such further information obligations under and with respect thereto as is available and reasonably requested by Acquiror. Furthermore, at to the written request of Acquiror delivered within five (5) Business Days of the date hereof, the Sellers shall, and shall cause the Companies to, cooperate reasonably Lease Guaranty with Acquiror in obtaining any consents required such that the Brazilian Lines of Credit remain outstanding respect to matters first arising or occurring after the Closing, subject to the term of, and only to the extent contemplated by, the Lease Guaranty; provided thatprovided, without limiting however, that notwithstanding the foregoing or any other amounts that are provision contained in this Agreement to the contrary, (a) such release of Seller with respect to the Lease Guaranty shall not be included a condition of Seller’s obligation to consummate the Closing, and (b) in the computation event such release of Closing Date Indebtedness (including principalSeller is not obtained prior to the Closing, interestBuyer shall, termination feesfrom and after the Closing, prepayment penalties and other fees and expenses), any fees indemnify Seller with respect to Damages that Seller may incur or similar amounts required to be paid to cause such Brazilian Lines suffer directly in respect of Credit to remain outstanding shall be paid a claim by Acquiror at the landlord under the Lease Guaranty which is caused by a breach or default under the Wisconsin Lease first arising or occurring after the Closing and such fees Date as a direct result of the actions of Buyer or similar amounts shall not be included in an Affiliate thereof (including a member of the computation of Closing Date Indebtedness, Closing Date Company Transaction Expenses or Closing Date Working CapitalGroup).

Support of Transaction. Without limiting any covenant contained in Article V VIII or Article VIIX, Acquiror including the obligations of the Company, PubCo, Merger Sub, the Major Shareholders and Sellers RMG II with respect to the notifications, filings, reaffirmations and applications described in Section 8.03 and Section 9.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 10.01, PubCo, Merger Sub, the Company, the Major Shareholders and RMG II shall each, and shall each cause their respective Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, Transactions; (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorPubCo, Sellers Merger Sub, RMG II, the Company, the Major Shareholders or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions, including any required approvals of parties to material Contracts with the Company or its Subsidiaries; and (c) take such other actions action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article VIII XI or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby on the terms and subject to satisfaction or waiver of each of the conditions specified hereinTransactions as soon as practicable. Without limiting the generality of Notwithstanding the foregoing, promptly after in no event shall PubCo, Merger Sub, RMG II, the date hereofMajor Shareholders, if and when requested by Acquirorthe Company or the Company’s Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, Sellers shall cause authorizations or approvals pursuant to the Companies terms of any Contract to communicate with each Person identified on Schedule 3.4 regarding which the transactions contemplated hereby and shall promptly, but Company or any of its Subsidiaries is a party or otherwise in any event within three (3) Business Days after learning thereof, inform Acquiror if any such Person thereafter terminates or materially reduces, or threatens in writing to terminate or reduce, its business connection with the Companies and promptly provide such further information with respect thereto as is available and reasonably requested by Acquiror. Furthermore, at the written request of Acquiror delivered within five (5) Business Days consummation of the date hereofTransactions, the Sellers shallother than filing and similar fees payable to Governmental Authorities, and shall cause the Companies to, cooperate reasonably with Acquiror in obtaining any consents required such that the Brazilian Lines of Credit remain outstanding after the Closing; provided that, without limiting any other amounts that are be included in the computation of Closing Date Indebtedness (including principal, interest, termination fees, prepayment penalties and other fees and expenses), any fees or similar amounts required to be paid to cause such Brazilian Lines of Credit to remain outstanding which shall be paid borne by Acquiror at the Company or after the Closing and such fees or similar amounts shall not be included in the computation of Closing Date Indebtedness, Closing Date Company Transaction Expenses or Closing Date Working Capitalits Subsidiaries.

Support of Transaction. Without limiting any covenant contained in Article V or Article VI(a) Upon the terms and subject to the conditions of this Agreement, the Company, Acquiror and Sellers Merger Sub shall each, and shall each cause use their respective Subsidiaries to: (a) use reasonable best efforts to assembletake, prepare or cause to be taken, all actions, and file any information (andto do, or cause to be done, all things necessary, proper or advisable in connection with the consummation of the Transactions, including the preparation and filing of all forms, registrations and notices required to be filed with Governmental Authorities or other Persons in connection with the consummation of the transactions contemplated hereby, and the taking of such actions as needed, to supplement such information) as may be are reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents any requisite Consents from any Governmental Authority or other Person. In addition, the Parties shall not take any action (other than any action required to be obtained taken under the terms of this Agreement or required under Applicable Law or to which the other Parties shall have granted their consent) that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any Consent from any Governmental Authority or other Person necessary, proper or advisable to consummate the Transaction; provided, however, that, notwithstanding anything in this Agreement to the contrary, Holder 2 shall not be required to provide any information in any regulatory filing that has not previously been provided to Governmental Authorities in the United States and notwithstanding any other provision of this Agreement, Holder 2 shall be permitted to engage in discussions with a Governmental Authority that has requested such information from Holder 2 in order to limit the information to be provided by Holder 2 to such Governmental Authority if (i) Holder 2 has first provided written notice of such discussion or discussions to Acquiror and (ii) such discussions are limited to the information to be provided by Holder 2 to such Governmental Authority. Further, the Parties agree that Acquiror or an Affiliate thereof will be the advocate before any Governmental Authority or other Person in connection with the transactions contemplated hereby, (b) use reasonable best by this Agreement and will control all efforts that are necessary to obtain all material consents any requisite Consents from any Governmental Authority or other Person, in each case in good faith and approvals close cooperation with the Company. Acquiror shall also have the right to reasonably determine the content, terms and conditions of third parties that any applications and filings, including any amendments and supplements to such applications and filings, necessary or appropriate in connection with the Transactions and to resolve any investigation or other inquiry of Acquirorany Governmental Authority (and the staff thereof) in each case, Sellers or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby and (c) take such other actions as may reasonably be necessary or as another party may reasonably request advisable to satisfy be made or obtained (in the conditions case of Article VIII such applications or otherwise to comply filings) or resolved (in the case of such investigations or inquiries), in connection with the execution, delivery and performance of this Agreement and to consummate the transactions contemplated hereby on the terms and subject to satisfaction or waiver of each consummation of the conditions specified hereinTransactions contemplated hereby. Without limiting The Company and the generality of Primary Holders agree that they shall not initiate any contact with any Governmental Authority in connection with the foregoing, promptly after the date hereof, if and when requested by Acquiror, Sellers shall cause the Companies to communicate with each Person identified on Schedule 3.4 regarding the transactions Transactions contemplated hereby and shall promptly, but in not make any event within three (3) Business Days after learning thereof, inform Acquiror if any such Person thereafter terminates or materially reduces, or threatens in writing to terminate or reduce, its business filings with the Companies and promptly provide such further information Bankruptcy Court or with respect thereto as is available and reasonably requested by Acquiror. Furthermorethe PUCT, at in each case, without the written request of Acquiror delivered within five (5) Business Days prior consent of the date hereofAcquiror, the Sellers shall, and shall cause the Companies to, cooperate reasonably with Acquiror in obtaining any consents required such that the Brazilian Lines of Credit remain outstanding after the Closing; provided that, without limiting any other amounts that are be included in the computation of Closing Date Indebtedness (including principal, interest, termination fees, prepayment penalties and other fees and expenses), any fees or similar amounts required consent to be paid to cause such Brazilian Lines of Credit to remain outstanding shall be paid by Acquiror at or after the Closing and such fees or similar amounts shall not be included in the computation of Closing Date Indebtednessunreasonably withheld, Closing Date Company Transaction Expenses conditioned or Closing Date Working Capitaldelayed.

Support of Transaction. Without limiting any covenant contained in Article V IX or Article VIX, Acquiror including the obligations of JV GmbH, PP Holding, PubCo, Merger Sub, the Shareholders and Sellers SEDA with respect to the notifications, filings, reaffirmations and applications described in Section 11.02, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 11.01, JV GmbH, PP Holding, PubCo, Merger Sub, the Shareholders and SEDA shall each, and JV GmbH and the Shareholders shall each cause their respective Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, Transactions; (b) use reasonable best efforts to obtain all material 105 consents and approvals of third parties that any of AcquirorJV GmbH, Sellers PP Holding, PubCo, Merger Sub, the Shareholders and SEDA or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions, including any required approvals of parties to the Aerospace Business Assets or material Contracts with PP Holding, JV GmbH or JV GmbH’s Subsidiaries; and (c) take such other actions action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article VIII XII or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby on the terms and subject to satisfaction or waiver of each of the conditions specified hereinTransactions as soon as practicable. Without limiting the generality of Notwithstanding the foregoing, promptly after in no event shall JV GmbH, PP Holding, PubCo, Merger Sub, the date hereofShareholders, if and when requested by AcquirorSEDA or JV GmbH’s Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, Sellers shall cause authorizations or approvals pursuant to the Companies terms of any Contract pertaining to communicate with each Person identified on Schedule 3.4 regarding the transactions contemplated hereby and shall promptlyAerospace Business or to which PP Holding, but JV GmbH or JV GmbH’s Subsidiaries is a party or otherwise in any event within three (3) Business Days after learning thereof, inform Acquiror if any such Person thereafter terminates or materially reduces, or threatens in writing to terminate or reduce, its business connection with the Companies and promptly provide such further information with respect thereto as is available and reasonably requested by Acquiror. Furthermore, at the written request of Acquiror delivered within five (5) Business Days consummation of the date hereofTransactions, the Sellers shallother than filing and similar fees payable to Governmental Authorities, and shall cause the Companies toincluding in respect of CFIUS, cooperate reasonably with Acquiror in obtaining any consents required such that the Brazilian Lines of Credit remain outstanding after the Closing; provided that, without limiting any other amounts that are be included in the computation of Closing Date Indebtedness (including principal, interest, termination fees, prepayment penalties and other fees and expenses), any fees or similar amounts required to be paid to cause such Brazilian Lines of Credit to remain outstanding which shall be paid by Acquiror at or after the Closing and such fees or similar amounts shall not be included in the computation of Closing Date Indebtedness, Closing Date Company Transaction Expenses or Closing Date Working Capitalaccordance with Section 14.07(b).

Support of Transaction. (a) Without limiting any covenant contained in Article V VI or Article VIVII, Acquiror except as otherwise set forth in Section 8.09 and Sellers shall eachSection 8.10, each of SPAC, Merger Sub and the Company shall, and the Company shall each cause their respective its Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated herebyTransactions, (b) use commercially reasonable best efforts to take, or cause to be taken, and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including using commercially reasonable efforts to obtain all material consents and approvals of third parties and Governmental Authorities that any of AcquirorSPAC, Sellers the Company, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions; provided that in no event shall SPAC, Merger Sub, the Company or its Subsidiaries be obligated to bear any material expense, pay any material fee or grant any material concession in connection with obtaining any such consents or approvals of third parties (other than any Governmental Authority), and none of SPAC, Merger Sub, the Company or its Subsidiaries shall agree to bear any such material expense or pay any such material fee without obtaining the prior written consent of the other Parties, and (c) take such other actions action as may reasonably be necessary or as another party Party may reasonably request to satisfy the conditions of the other Party set forth in Article VIII IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby on the terms and subject to satisfaction or waiver of each of the conditions specified hereinAgreement. Without limiting the generality of the foregoing, promptly after the date hereof, if and when requested by Acquiror, Sellers shall cause the Companies to communicate with each Person identified on Schedule 3.4 regarding the transactions contemplated hereby and shall promptly, but in any event within three (3) Business Days after learning thereof, inform Acquiror if any such Person thereafter terminates or materially reduces, or threatens in writing to terminate or reduce, its business with the Companies and promptly provide such further information with respect thereto as is available and reasonably requested by Acquiror. Furthermore, at the written request of Acquiror delivered within five (5) Business Days of the date hereof, the Sellers shall, and shall cause the Companies to, cooperate reasonably with Acquiror in obtaining any consents required such that the Brazilian Lines of Credit remain outstanding after the Closing; provided that, without limiting any other amounts that are be included in the computation of Closing Date Indebtedness (including principal, interest, termination All fees, prepayment penalties costs and other fees expenses incurred by a Party in connection with obtaining the governmental and expenses), any fees or similar amounts regulatory consents required to be paid to cause such Brazilian Lines of Credit to remain outstanding obtained in connection with the Transactions shall be paid borne fifty percent (50%) by Acquiror at or after SPAC and fifty percent (50%) by the Closing and such fees or similar amounts Company. The Company shall not be included use commercially reasonable efforts to enter into an employment agreement with Xxxxx Xxxxxxx, in reasonable consultation with SPAC, to become effective as of the computation of Closing Date Indebtedness, Closing Date Company Transaction Expenses or Closing Date Working Capital.Closing,

Support of Transaction. Without limiting any covenant contained in Article V ARTICLE VII or Article VIARTICLE VIII, Acquiror including the obligations of CorpAcq Holdco and Sellers CCVII with respect to the notifications, filings, reaffirmations and applications described in Section 9.01, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.02, CCVII and the CorpAcq Parties shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorCCVII, Sellers CorpAcq Holdco, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions, provided that, CorpAcq Holdco and the Company shall not be required to seek any such required consents or approvals of third party counterparties to Material Contracts with the Company or CorpAcq Holdco or its Subsidiaries to the extent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto unless otherwise agreed in writing by CxxxXxx Xxxxxx and CCVII, and (cb) use reasonable best efforts to take such other actions action as may reasonably be necessary or as another party Party may reasonably request to satisfy the conditions of Article VIII the other Party set forth in ARTICLE X or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby on the terms and subject to satisfaction or waiver of each of the conditions specified hereinTransactions as soon as practicable. Without limiting the generality of Notwithstanding the foregoing, promptly after in no event shall CCVII, CorpAcq Holdco, the date hereofCompany, if and when requested by AcquirorMerger Sub or any of their Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, Sellers shall cause authorizations or approvals pursuant to the Companies terms of any Contract to communicate with each Person identified on Schedule 3.4 regarding the transactions contemplated hereby and shall promptly, but which CorpAcq Holdco or any of its Subsidiaries is a party or otherwise required in any event within three (3) Business Days after learning thereof, inform Acquiror if any such Person thereafter terminates or materially reduces, or threatens in writing to terminate or reduce, its business connection with the Companies and promptly provide such further information with respect thereto as is available and reasonably requested by Acquiror. Furthermore, at the written request of Acquiror delivered within five (5) Business Days consummation of the date hereof, the Sellers shall, and shall cause the Companies to, cooperate reasonably with Acquiror in obtaining any consents required such that the Brazilian Lines of Credit remain outstanding after the Closing; provided that, without limiting any other amounts that are be included in the computation of Closing Date Indebtedness (including principal, interest, termination fees, prepayment penalties and other fees and expenses), any fees or similar amounts required to be paid to cause such Brazilian Lines of Credit to remain outstanding shall be paid by Acquiror at or after the Closing and such fees or similar amounts shall not be included in the computation of Closing Date Indebtedness, Closing Date Company Transaction Expenses or Closing Date Working CapitalTransactions.