Common use of All Commercially Reasonable Efforts Clause in Contracts

All Commercially Reasonable Efforts. Subject to the terms and conditions contained herein, Parent and Target shall, and Target shall cause each of its Subsidiaries to, cooperate and, subject to the limitations contained in Section 8.1, use all commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to make, or cause to be made, all filings necessary, proper or advisable under applicable laws and regulations and to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including all commercially reasonable efforts to obtain, prior to the Closing Date, all Permits, consents, approvals, authorizations, qualifications and Orders and parties to Material Contracts with Target or any of its Subsidiaries (including landlords in respect of the leases set forth on Section 4.2(a) of the Parent Disclosure Letter) as are necessary for consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and to fulfill the conditions to consummation of the transactions contemplated hereby set forth in Article IX of this Agreement; provided, that no Indebtedness for borrowed money shall be repaid, except as otherwise required pursuant to the terms of the applicable loan agreement and no Material Contract shall be amended to increase the amount payable thereunder or otherwise to be materially more burdensome to Target or any of its Subsidiaries, to obtain any such consent, approval or authorization, without first obtaining the written approval of Parent.