Common use of Closing Efforts Clause in Contracts

Closing Efforts. Subject to the terms hereof, including Section 4.5, each of the Parties shall use commercially reasonable efforts to take all actions and to do all things reasonably necessary or advisable to consummate the transactions contemplated by this Agreement, including using commercially reasonable efforts to: (i) satisfy the conditions precedent to the obligations of either Party, (ii) pursuant to and consistent with the terms of Section 4.4, satisfy the applicable Assignment Requirements, if any, for each Assigned Contract, (iii) obtain all consents, licenses, permits, waivers, approvals, authorizations from any Governmental Entity required to be obtained by a Party in connection with the consummation of the transactions contemplated by this Agreement, (iv) otherwise comply in all material respects with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement, (v) cause to be lifted or rescinded any Order adversely affecting the ability of the Parties to consummate the Closing and (vi) defend any Actions challenging this Agreement or any of the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby or the performance of such Party’s obligations hereunder or thereunder. In furtherance of and not in limitation of the foregoing, in the event that a material development with respect to the Business occurs between the date of this Agreement and the Closing as a result of the execution, announcement or pendency of this Agreement, which development (A) relates to the identity of, or the effect of any facts or circumstances relating to, the Buyer and (B) has had an adverse impact on the Business, the Parties shall collaborate in good faith to identify any such development and mitigate the further impact of such development on the Business. In addition, neither Party shall take any action after the date hereof that could reasonably be expected to delay the satisfaction of, or result in not satisfying, (1) the conditions set forth in ARTICLE V or (2) the applicable Assignment Requirements with respect to any Assigned Contract. Each of the Parties shall promptly notify the other Party of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. The failure of any Assignment Requirement to be satisfied with respect to any Assigned Contract shall not constitute a failure to satisfy any condition set forth in Section 5.2 or relieve the Buyer from its obligation to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

Closing Efforts. Subject to the terms hereof, including Section 4.5, each Each of the Parties shall use its reasonable best efforts, to the extent commercially reasonable efforts in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things reasonably necessary necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using commercially reasonable efforts to: its Reasonable Best Efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable Laws) to consummate the Merger and the transactions contemplated hereby as promptly as practicable, including, (i) satisfy the conditions precedent preparation and filing of all forms, registrations and notices required to be filed by such party to consummate the obligations of either PartyClosing, (ii) pursuant with respect to Parent and consistent with the terms Acquisition Subsidiary, soliciting the consent of, and undertaking commercially reasonable efforts to obtain approval of, the requisite holders of Section 4.4, Parent Common Stock and the sole member of Acquisition Subsidiary necessary to satisfy the applicable Assignment Requirements, if any, for each Assigned Contract, condition to Closing set forth in Section 5.3(a) (iii) with respect to Company Parent and the Company, (A) filing any notices required to be made with the Federal Communications Commission regarding change in record ownership of any licenses in connection with the transactions contemplated hereby, (B) soliciting the consent of, and undertaking commercially reasonable efforts to obtain all approval of, the requisite holders of Company Units and PPR Units necessary to satisfy the condition to Closing set forth in Section 5.3(a), and (C) commencing to undertake to obtain audited financials necessary for compliance with Rule 3-05 of Regulation S-X in connection with the transactions contemplated hereby, and (iv) the taking of such reasonable actions as are necessary for such party to make any other Closing deliveries or to obtain any other requisite approvals, authorizations, consents, orders, licenses, permits, waiversqualifications, approvalsexemptions or waivers by any Person or Governmental Authority. The Company and Parent, authorizations as applicable, shall promptly notify the other party upon receiving any communication from any Governmental Entity Authority whose consent or approval is required to be obtained by a Party in connection with the for consummation of the transactions contemplated by this AgreementAgreement that causes such party to believe that there is a reasonable likelihood that any such approval will not be obtained or that the receipt of any such approval will be materially delayed. The Company shall use its Reasonable Best Efforts to obtain, (iv) otherwise comply at its expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as are required to be listed in all material respects with all applicable laws and regulations in connection with the consummation Section 2.5 of the transactions contemplated by this Agreement, (v) cause to be lifted or rescinded any Order adversely affecting the ability of the Parties to consummate the Closing and (vi) defend any Actions challenging this Agreement or any of the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby or the performance of such Party’s obligations hereunder or thereunder. In furtherance of and not in limitation of the foregoing, in the event that a material development with respect to the Business occurs between the date of this Agreement and the Closing as a result of the execution, announcement or pendency of this Agreement, which development (A) relates to the identity of, or the effect of any facts or circumstances relating to, the Buyer and (B) has had an adverse impact on the Business, the Parties shall collaborate in good faith to identify any such development and mitigate the further impact of such development on the Business. In addition, neither Party shall take any action after the date hereof that could reasonably be expected to delay the satisfaction of, or result in not satisfying, (1) the conditions set forth in ARTICLE V or (2) the applicable Assignment Requirements with respect to any Assigned Contract. Each of the Parties shall promptly notify the other Party of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. The failure of any Assignment Requirement to be satisfied with respect to any Assigned Contract shall not constitute a failure to satisfy any condition set forth in Section 5.2 or relieve the Buyer from its obligation to consummate the transactions contemplated by this Agreement and the Ancillary AgreementsCompany Disclosure Schedule.

Closing Efforts. Subject to the terms hereof, including Section 4.5, each Each of the Parties shall use its commercially reasonable efforts to take all actions and to do all things reasonably necessary necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including using commercially reasonable efforts to: (i) satisfy the conditions precedent to the obligations of either Party, (ii) pursuant to and consistent with the terms of Section 4.4, satisfy the applicable Assignment Requirements, if any, for each Assigned Contract, (iii) obtain all consents, licenses, permits, waivers, approvals, authorizations from any Governmental Entity required to be obtained by a Party in connection with the consummation of the transactions contemplated by this Agreement, (iv) otherwise comply in all material respects with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement, (v) cause to be lifted or rescinded any Order adversely affecting the ability of the Parties to consummate the Closing and (vi) defend any Actions challenging this Agreement or any of the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby or the performance of such Party’s obligations hereunder or thereunder. In furtherance of and not in limitation of the foregoing, in the event that a material development with respect to the Business occurs between the date of this Agreement and the Closing as a result of the execution, announcement or pendency of this Agreement, which development (A) relates to the identity of, or the effect of any facts or circumstances relating to, the Buyer and (B) has had an adverse impact on the Business, the Parties shall collaborate in good faith to identify any such development and mitigate the further impact of such development on the Business. In addition, neither Party shall take any action after the date hereof that could reasonably be expected to delay the satisfaction of, or result in not satisfying, (1) the conditions set forth in ARTICLE V or (2) the applicable Assignment Requirements with respect to any Assigned Contract. Each of the Parties shall promptly notify the other Party of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. The failure of any Assignment Requirement to be satisfied with respect to any Assigned Contract shall not constitute a failure to satisfy any condition set forth in Section 5.2 or relieve the Buyer from its obligation to consummate the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as reasonably practicable. Without limiting the generality of the foregoing, each Party agrees to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be reasonably necessary or desirable in order to (i) consummate or implement expeditiously the transactions contemplated by this Agreement and the Ancillary Agreements or (ii) obtain (A) the consent of any third party that is necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, and (B) from Governmental Entities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and to promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under applicable Law. Notwithstanding the foregoing, no Party shall have any obligation to expend any funds or to incur any other obligation in connection with the consummation of the transactions contemplated hereby other than (i) normal out-of-pocket expenses (such as fees of counsel, accountants and auditors and payments of filing, registration, qualification and similar fees and Taxes for which the Party is responsible hereunder) reasonably necessary to consummate such transactions, (ii) fees and payments required to be paid under applicable Law to Governmental Entities, which fees and payments are not material individually or in the aggregate and (iii) the fees and expenses for, and in connection with obtaining, licenses to the Third Party Software in accordance with Section ‎5.19.

Closing Efforts. Subject to the terms hereof, including Section 4.5, each of the Parties (a) Each Party shall (and shall cause its respective Subsidiaries to) use commercially reasonable efforts to take take, or cause to be taken, all actions and to do all things reasonably necessary necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including using commercially reasonable commercial efforts to: (i) satisfy ensure that the conditions precedent to the obligations of either Party, the other Parties for the Closing are satisfied; (ii) pursuant to and consistent with the terms of Section 4.4, satisfy the applicable Assignment Requirements, if any, for each Assigned Contractobtain all Third Party Consents, (iii) obtain effect all consentsGovernmental Filings including, licensesif applicable, permits, waivers, approvals, authorizations from any Governmental Entity notifications or information required to be obtained by a Party in connection with filed or supplied under the consummation of HSR Act for the transactions contemplated by under this Agreement, Agreement and (iv) otherwise comply in all material respects with all applicable laws Laws and regulations in connection with the consummation of the transactions contemplated by this Agreement; provided, however, that no Party shall be required to pay consideration (vother than filing and application fees) cause to be lifted or rescinded any Order adversely affecting the ability of Person in exchange for obtaining any Third Party Consents; provided further that, the Parties understand and agree that commercially reasonable efforts of a Party shall not be deemed to consummate include (x) litigation against, or entering into a settlement, undertaking, consent decree, stipulation or agreement with, any Governmental Entity in connection with the Closing and (vi) defend any Actions challenging transactions under this Agreement or (y) divesting or otherwise holding separate or taking any of the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby or the performance of such Party’s obligations hereunder or thereunder. In furtherance of and not in limitation of the foregoing, in the event that a material development other action with respect to the Business occurs between the date of this Agreement and the Closing as a result of the execution, announcement or pendency of this Agreement, which development (A) relates to the identity of, or the effect of any facts or circumstances relating toAcquired Assets. Consistent with Section 12.9, the Buyer and (B) has had an adverse impact on the Business, the Parties shall collaborate in good faith to identify any such development and mitigate the further impact of such development on the Business. In addition, neither each Party shall take bear its own out-of-pocket costs associated with obtaining their respective required Third Party Consents and effecting their respective required Governmental Filings; except that the Seller and Buyer shall be equally responsible for all filing and other similar fees payable in connection with any action after filings or submissions under the date hereof that could reasonably be expected HSR Act referred to delay the satisfaction of, or result in not satisfying, (1iii) the conditions set forth in ARTICLE V or (2) the applicable Assignment Requirements with respect to any Assigned Contractabove. Each of the Parties shall promptly notify each of the other Party Parties of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. The failure of any Assignment Requirement to be satisfied with respect to any Assigned Contract shall not constitute a failure to satisfy any condition set forth in Section 5.2 or relieve the Buyer from its obligation to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

Closing Efforts. Subject to the terms hereofThe Seller and Selling Shareholders shall execute, including Section 4.5acknowledge and deliver all such further conveyances, each of the Parties notices, assumptions, and releases and such other instruments, and shall use commercially reasonable efforts to take all actions and to do all things such further actions, as may be reasonably necessary or advisable appropriate to transfer and deliver to the Purchaser and its respective successors and assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed under this Agreement in accordance with its terms, free of Encumbrances, and to assure the assumption by the Purchaser from the Seller of the Liabilities intended to be assumed by Purchaser under this Agreement, and to otherwise make effective the transactions contemplated hereby. Without limiting the generality of the foregoing, the Parties agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be reasonably necessary or desirable in order to (i) consummate or implement expeditiously the transactions contemplated by this Agreement, including using commercially reasonable efforts to: (i) satisfy Agreement and the conditions precedent to the obligations of either Party, underlying transactions or (ii) pursuant to and consistent with obtain (A) the terms consent of Section 4.4, satisfy the applicable Assignment Requirements, if any, any third party that is necessary for each Assigned Contract, (iii) obtain all consents, licenses, permits, waivers, approvals, authorizations from any Governmental Entity required to be obtained by a Party in connection with the consummation of the transactions contemplated by this AgreementAgreement and the underlying transactions, and (ivB) otherwise comply in from any Governmental Body and other Persons all material respects with all applicable laws Governmental Authorizations and regulations in connection with consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this AgreementAgreement and the underlying transactions and to promptly make all necessary filings, (v) cause to be lifted or rescinded and thereafter make any Order adversely affecting the ability of the Parties to consummate the Closing and (vi) defend any Actions challenging this Agreement or any of the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby or the performance of such Party’s obligations hereunder or thereunder. In furtherance of and not in limitation of the foregoingother required submissions, in the event that a material development with respect to this Agreement required under applicable Legal Requirements. On and after the Business occurs between Closing, upon the date reasonable request of a Party, the other Party or Parties shall prepare, execute and deliver such other and further agreements, instruments, certificates, and other documents, and take, do and perform such other and further actions, as may be reasonably necessary or appropriate in order to effectuate the purposes and intent of this Agreement and the Closing as a result of the execution, announcement or pendency of this Agreement, which development (A) relates to the identity of, or the effect of any facts or circumstances relating to, the Buyer and (B) has had an adverse impact on the Business, the Parties shall collaborate in good faith to identify any such development and mitigate the further impact of such development on the Business. In addition, neither Party shall take any action after the date hereof that could reasonably be expected to delay the satisfaction of, or result in not satisfying, (1) the conditions set forth in ARTICLE V or (2) the applicable Assignment Requirements with respect to any Assigned Contract. Each of the Parties shall promptly notify the other Party of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. The failure of any Assignment Requirement to be satisfied with respect to any Assigned Contract shall not constitute a failure to satisfy any condition set forth in Section 5.2 or relieve the Buyer from its obligation to consummate the transactions contemplated by this Agreement and the Ancillary Agreementshereby as promptly as reasonably practicable.

Closing Efforts. (a) Subject to the terms hereof, including Section 4.56.6(b), Galileo and Xxxxxx shall each of the Parties shall use commercially reasonable best efforts to take all actions to, and to do cause New Parent to use reasonable best efforts to, (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary necessary, proper or advisable to satisfy the conditions set forth in Article VII and to consummate the transactions contemplated by this Agreement, including using commercially reasonable efforts to: (i) satisfy the conditions precedent to the obligations of either Partyhereby as promptly as practicable, (ii) pursuant to and consistent with the terms of Section 4.4as promptly as practicable, satisfy the applicable Assignment Requirements, if any, for each Assigned Contract, (iii) obtain all from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations from any Governmental Entity authorizations, or orders required to be obtained or made by a Party Galileo or Xxxxxx or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreementhereby, (iv) otherwise comply in all material respects with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement, (v) cause to be lifted or rescinded any Order adversely affecting the ability of the Parties to consummate the Closing and (viiii) defend any Actions lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any of the Ancillary Agreements or the consummation of the transactions contemplated hereby hereby, including seeking to have any stay or thereby temporary restraining order entered by any court or the performance of such Party’s obligations hereunder other Governmental Entity vacating or thereunder. In furtherance of reversed, (iv) as promptly as practicable, make all necessary filings, and not in limitation of the foregoingthereafter make any other required submissions, in the event that a material development with respect to the Business occurs between the date of this Agreement and the Closing as a result of the execution, announcement or pendency of transactions contemplated by this Agreement, which development Agreement required under (A) relates to the identity ofSecurities Act and the Exchange Act, and any other applicable federal or the effect of any facts or circumstances relating tostate securities laws, the Buyer and (B) has had an adverse impact on the BusinessHSR Act and any related governmental request thereunder, and (C) any other applicable law and (v) execute or deliver any additional instruments necessary to consummate the Parties shall collaborate in good faith transactions contemplated by, and to identify any such development and mitigate fully carry out the further impact of such development on the Business. In addition, neither Party shall take any action after the date hereof that could reasonably be expected to delay the satisfaction purposes of, this Agreement. Galileo and Xxxxxx shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, accepting all reasonable additions, deletions or result changes suggested in not satisfying, (1) connection therewith. Galileo and Xxxxxx shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the conditions set forth in ARTICLE V or (2) the applicable Assignment Requirements with respect to any Assigned Contract. Each of the Parties shall promptly notify the other Party rules and regulations of any fact, condition or event known applicable law (including all information required to it that would reasonably be expected to prohibit, make unlawful or delay included in the consummation of Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. The failure of In connection with and without limiting the foregoing, Xxxxxx and Galileo shall use reasonable best efforts to, and shall cause New Parent to use reasonable best efforts to, (x) take all action necessary to ensure that no domestic or foreign Takeover Law is or becomes applicable to this Agreement or the transactions contemplated hereby and (y) if any Assignment Requirement such Takeover Law becomes applicable to be satisfied with respect this Agreement or the transactions contemplated hereby, take all action necessary to any Assigned Contract shall not constitute a failure to satisfy any condition set forth in Section 5.2 or relieve the Buyer from its obligation to consummate ensure that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement. For the avoidance of doubt, Xxxxxx and the Ancillary AgreementsGalileo agree that nothing contained in this Section 6.6(a) shall modify or affect their respective rights and responsibilities under Section 6.6(b).

Closing Efforts. Subject On the terms and subject to the terms hereof, including Section 4.5conditions of this Agreement, each of the Parties Buyer and the Seller shall use commercially reasonable efforts to cause the Closing to occur hereunder, including by using commercially reasonable efforts to take or cause to be taken all actions and using such efforts to do or cause to be done all things reasonably necessary or advisable to perform its obligations hereunder, satisfy the conditions to Closing set forth in Article V, consummate the transactions contemplated by this Agreement, including using commercially reasonable efforts to: (i) satisfy the conditions precedent to the obligations of either Party, (ii) pursuant to hereby and consistent comply with the terms of Section 4.4, satisfy the applicable Assignment Requirements, if any, for each Assigned Contract, (iii) obtain all consents, licenses, permits, waivers, approvals, authorizations from any Governmental Entity required to legal requirements that may be obtained by a Party imposed on it in connection with the consummation of the transactions contemplated by this Agreement, (iv) otherwise comply in all material respects with all applicable laws hereby and regulations in connection with the consummation of the transactions contemplated by this Agreement, (v) cause to be lifted or rescinded any Order adversely affecting the ability of the Parties to consummate the Closing and (vi) defend any Actions challenging this Agreement or any of the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby or the performance of such Party’s obligations hereunder or thereunder. In furtherance of and not in limitation of the foregoing, in the event that a material development with respect to the Business occurs between the date of this Agreement and the Closing as a result of the execution, announcement or pendency of this Agreement, which development (A) relates to the identity of, or the effect of any facts or circumstances relating to, the Buyer and (B) has had an adverse impact on the Business, the Parties shall collaborate in good faith to identify any such development and mitigate the further impact of such development on the Business. In addition, neither Party shall take any action after the date hereof that could reasonably be expected to delay the satisfaction of, or result in not satisfying, (1) the conditions set forth in ARTICLE V or (2) the applicable Assignment Requirements with respect to any Assigned Contractthereby. Each of the Parties Buyer and the Seller shall promptly notify the other Party of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. The failure of any Assignment Requirement to be satisfied with respect to any Assigned Contract shall not constitute a failure to satisfy any condition set forth in Section 5.2 or relieve Seller and the Buyer from its obligation have approached the OCS in connection with the assumption by the Buyer of the Assumed Liabilities (but not all Liabilities of the Seller to consummate the OCS) in connection with the Sponsored Programs and will continue to collaborate as necessary to obtain the consent of the OCS to the transactions contemplated by this Agreement and the Ancillary Agreementsassumption by the Buyer of the Assumed Liabilities under the terms set forth in the letter filed to the OCS by the Seller in the form attached hereto as Exhibit D, or any other terms to be agreed between the Parties and the OCS and reflected in the final approval of the OCS which will be attached as Exhibit D and replace the foregoing letter. The Buyer and the Seller shall furnish one another with such necessary information and reasonable assistance as the other may request in connection with the preparation of any filing, appeal, notification, report or submission. The Buyer and the Seller shall keep one another apprised of the status of any communications with, and any inquiries or requests for additional information from, the OCS and shall comply promptly with any such inquiry or request and shall promptly provide any supplemental information requested in connection with the filings made pursuant to such applicable law. Immediately following the execution hereof, Seller shall furnish the Buyer with a copy of all requests, approvals, documents and correspondences related to the Sponsored Programs including the financial files prepared by the independent auditor of the Seller. The Buyer and the Seller shall use commercially reasonable efforts to obtain any consent, approval, authorization or clearance required under applicable law for the consummation of the transactions contemplated by this Agreement.