Common use of Commercially Reasonable Best Efforts Clause in Contracts

Commercially Reasonable Best Efforts. (a) Subject to the ------------------------------------ terms and conditions of this Agreement, all of the Parties hereto will use their respective commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) the prompt delivery in writing of any and all information reasonably requested by another Party from time to time for inclusion or incorporation by reference in the S-4, the Delaware Company Proxy Statement and the Texas Company Proxy Statement, (ii) the prompt preparation and, subject to any limitations set forth in the Preferred Stock Agreement, filing with the SEC of the S-4, the Delaware Company Proxy Statement and the Texas Company Proxy Statement, (iii) such actions as may be required to have the S-4 declared effective under the Securities Act and the Delaware Company Proxy Statement and the Texas Company Proxy Statement cleared by the SEC, in each case as promptly as practicable, including by consulting with each other as to, and responding promptly to, any SEC comments with respect thereto, (iv) obtaining, prior to the Effective Time, all necessary blue sky permits and approvals and taking such other actions as may be required to be taken under applicable state securities or blue sky laws in connection with the issuance and delivery of shares of Texas Company Common Stock contemplated hereby, (v) the making of any necessary filings, and thereafter make any required submissions, with respect to this Agreement and the Merger under the HSR Act, or any other applicable Law, and (vi) obtaining all consents required under applicable Law or by contract necessary in connection with the Merger and the transactions contemplated in this Agreement, the Preferred Stock Agreement or the documents contemplated therein, and the New Financing. Without limiting the generality of the foregoing, each of the Delaware Company and the Texas Company shall promptly comply with any requests for additional information under the HSR Act, and shall use its commercially reasonable efforts to obtain termination of the waiting period thereunder as promptly as practicable. In addition, if at any time prior to the Effective Time any event or circumstance relating to the Delaware Company or the Texas Company or any of their respective Subsidiaries, or any of their respective officers or directors, should be discovered by the Delaware Company or the Texas Company, as the case may be, and which should be set forth in an amendment or supplement to the S-4, the Delaware Company Proxy Statement or the Texas Company Proxy Statement, the discovering Party will promptly inform the other Party of such event or circumstance.

Commercially Reasonable Best Efforts. (a) Subject Between the date of this Agreement and the Closing Date, each of BarTech, the Republic Parties and USS/Kobe will use commercially reasonable best efforts to cause the conditions hereunder to the ------------------------------------ terms others' obligations to be satisfied. Each of BarTech, the Republic Parties and conditions of this AgreementUSS/Kobe will furnish the others, all at the cost and expense of the Parties hereto will use their respective commercially reasonable efforts to takeparty being furnished with such information, with all information that is required for inclusion in any application or cause filing to be taken, all actions, and to do, made by any such Person or cause to be done, all things necessary, proper its Subsidiaries or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) the prompt delivery in writing of any and all information reasonably requested by another Party from time to time for inclusion or incorporation by reference in the S-4, the Delaware Company Proxy Statement and the Texas Company Proxy Statement, (ii) the prompt preparation and, subject Affiliates to any limitations set forth in the Preferred Stock Agreement, filing with the SEC of the S-4, the Delaware Company Proxy Statement and the Texas Company Proxy Statement, (iii) such actions as may be required to have the S-4 declared effective under the Securities Act and the Delaware Company Proxy Statement and the Texas Company Proxy Statement cleared by the SEC, in each case as promptly as practicable, including by consulting with each other as to, and responding promptly to, any SEC comments with respect thereto, (iv) obtaining, prior to the Effective Time, all necessary blue sky permits and approvals and taking such other actions as may be required to be taken under applicable state securities or blue sky laws Governmental Body in connection with the issuance and delivery of shares of Texas Company Common Stock contemplated hereby, (v) the making of any necessary filingsContemplated Transactions, and thereafter make each party hereto will use commercially reasonable best efforts to assist the others in obtaining any required submissions, with respect to this Agreement and the Merger under the HSR ActGovernmental Authorizations, or any other applicable LawConsents related thereto, and (vi) obtaining all consents required under applicable Law or by contract necessary in connection with the Merger Contemplated Transactions. USS/Kobe will provide reasonable assistance to BarTech and the transactions contemplated Republic Parties in connection with their efforts to obtain the RTI Credit Facility and to consummate the RTI High Yield Offering, including facilitating customary due diligence and arranging for senior officers of USS/Kobe, as reasonably selected by BarTech and the Republic Parties, to meet with prospective lenders and investors in customary "road show" presentations or otherwise, and use commercially reasonable best efforts to cause USS/Kobe's accountants and attorneys to provide reasonable assistance in such financing, including providing financial statements, reasonable access to work papers and other information regarding USS/Kobe and its relevant Affiliates suitable for inclusion in a registration statement on Form S-1 or Rule 144A offering memorandum, customary "comfort letters" and legal opinions. Notwithstanding the foregoing or anything else contained in this Agreement, the Preferred Stock Agreement or the documents contemplated therein, and the New Financing. Without limiting the generality none of the foregoing, each of the Delaware Company and the Texas Company shall promptly parties hereto will have any obligation to comply with any requests for additional information under request or requirement imposed by any Governmental Body in connection with the HSR ActContemplated Transactions if such party, and shall use in the exercise of its commercially reasonable efforts discretion, determines that to obtain termination of the waiting period thereunder as promptly as practicable. In addition, if at any time prior do so would be materially adverse to the Effective Time any event or circumstance relating to the Delaware Company its business or the Texas Company or business of its Affiliates (including without limitation any of their respective Subsidiariesrequest by, or any requirement of, any Governmental Body to dispose of their respective officers any assets or directors, should be discovered by operations or to comply with any restriction on the Delaware Company or the Texas Company, as the case may be, and manner in which should be set forth in an amendment or supplement to the S-4, the Delaware Company Proxy Statement or the Texas Company Proxy Statement, the discovering Party will promptly inform the other Party of such event or circumstanceit conducts its operations).

Commercially Reasonable Best Efforts. (a) Subject to the ------------------------------------ terms and conditions of this Agreementherein (including Section 6.1), all each of the Parties parties hereto will agrees to use their respective its commercially reasonable best efforts to take, or cause to be taken, all actionsappropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective as soon as reasonably practicable the transactions contemplated by Transactions. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, includingthe Top-up Option Agreement and the Tender and Option Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Such commercially reasonable best efforts shall apply to, without limitation, (i) the prompt delivery in writing obtaining of any all necessary consents, approvals or waivers from third parties and all information reasonably requested by another Party from time Governmental Entities necessary to time for inclusion or incorporation by reference in the S-4, consummation of the Delaware Company Proxy Statement Transactions and the Texas Company Proxy Statement, (ii) the prompt preparation and, subject to opposing vigorously any limitations set forth in the Preferred Stock Agreement, filing with the SEC of the S-4, the Delaware Company Proxy Statement and the Texas Company Proxy Statement, (iii) such actions as may be required to have the S-4 declared effective under the Securities Act and the Delaware Company Proxy Statement and the Texas Company Proxy Statement cleared by the SEC, in each case as promptly as practicable, including by consulting with each other as to, and responding promptly to, any SEC comments with respect thereto, (iv) obtaining, prior to the Effective Time, all necessary blue sky permits and approvals and taking such other actions as may be required to be taken under applicable state securities litigation or blue sky laws in connection with the issuance and delivery of shares of Texas Company Common Stock contemplated hereby, (v) the making of any necessary filings, and thereafter make any required submissions, with respect administrative proceeding relating to this Agreement and the Merger under Tender and Option Agreement or the HSR Acttransactions contemplated hereby and thereby, including, without limitation, promptly appealing any adverse court or agency order. Notwithstanding the foregoing or any other applicable Law, and (vi) obtaining all consents required under applicable Law or by contract necessary in connection with the Merger and the transactions contemplated provisions contained in this Agreement, the Preferred Stock Agreement or the documents contemplated thereinTender and Option Agreement to the contrary, neither Parent nor any of its affiliates shall be under any obligation of any kind to (i) enter into any negotiations or to otherwise agree with or litigate against any Governmental Entity, including but not limited to any governmental or regulatory authority with jurisdiction over the enforcement of any applicable federal, state, local and foreign antitrust, competition or other similar laws, or (ii) otherwise agree with any Governmental Entity or any other party to sell or otherwise dispose of, agree to any limitations on the New Financing. Without limiting ownership or control of, or hold separate (through the generality establishment of a trust or otherwise) particular assets or categories of assets or businesses of any of the foregoingCompany, each of the Delaware Company and the Texas Company shall promptly comply with any requests for additional information under the HSR Actits subsidiaries, and shall use its commercially reasonable efforts to obtain termination of the waiting period thereunder as promptly as practicable. In addition, if at any time prior to the Effective Time any event or circumstance relating to the Delaware Company or the Texas Company Parent or any of their respective Subsidiaries, or Parent’s affiliates. Parent and the Company acknowledge and agree that the failure to obtain any consents under any of their respective officers or directors, should be discovered by the Delaware agreements listed in Section 3.7 of the Company or Disclosure Schedule shall not result in the Texas Company, as failure to satisfy the case may be, and which should be condition set forth in an amendment or supplement clause (j) of Annex A, except to the S-4, extent such agreements are marked with an asterisk (*) on Section 3.7 of the Delaware Company Proxy Statement or the Texas Company Proxy Statement, the discovering Party will promptly inform the other Party of such event or circumstanceDisclosure Schedule.

Commercially Reasonable Best Efforts. (a) Subject to the ------------------------------------ terms and conditions of this Agreementherein (including Section 6.1), all each of the Parties parties hereto will agrees to use their respective its commercially reasonable best efforts to take, or cause to be taken, all actionsappropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective as soon as reasonably practicable the transactions contemplated by Transactions. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, includingthe Top-up Option Agreement and the Tender and Option Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Such commercially reasonable best efforts shall apply to, without limitation, (i) the prompt delivery in writing obtaining of any all necessary consents, approvals or waivers from third parties and all information reasonably requested by another Party from time Governmental Entities necessary to time for inclusion or incorporation by reference in the S-4, consummation of the Delaware Company Proxy Statement Transactions and the Texas Company Proxy Statement, (ii) the prompt preparation and, subject to opposing vigorously any limitations set forth in the Preferred Stock Agreement, filing with the SEC of the S-4, the Delaware Company Proxy Statement and the Texas Company Proxy Statement, (iii) such actions as may be required to have the S-4 declared effective under the Securities Act and the Delaware Company Proxy Statement and the Texas Company Proxy Statement cleared by the SEC, in each case as promptly as practicable, including by consulting with each other as to, and responding promptly to, any SEC comments with respect thereto, (iv) obtaining, prior to the Effective Time, all necessary blue sky permits and approvals and taking such other actions as may be required to be taken under applicable state securities litigation or blue sky laws in connection with the issuance and delivery of shares of Texas Company Common Stock contemplated hereby, (v) the making of any necessary filings, and thereafter make any required submissions, with respect administrative proceeding relating to this Agreement and the Merger under Tender and Option Agreement or the HSR Acttransactions contemplated hereby and thereby, including, without limitation, promptly appealing any adverse court or agency order. Notwithstanding the foregoing or any other applicable Law, and (vi) obtaining all consents required under applicable Law or by contract necessary in connection with the Merger and the transactions contemplated provisions contained in this Agreement, the Preferred Stock Agreement or the documents contemplated thereinTender and Option Agreement to the contrary, neither Parent nor any of its affiliates shall be under any obligation of any kind to (i) enter into any negotiations or to otherwise agree with or litigate against any Governmental Entity, including but not limited to any governmental or regulatory authority with jurisdiction over the enforcement of any applicable federal, state, local and foreign antitrust, competition or other similar laws, or (ii) otherwise agree with any Governmental Entity or any other party to sell or otherwise dispose of, agree to any limitations on the New Financing. Without limiting ownership or control of, or hold separate (through the generality establishment of a trust or otherwise) particular assets or categories of assets or businesses of any of the foregoingCompany, each of the Delaware Company and the Texas Company shall promptly comply with any requests for additional information under the HSR Actits subsidiaries, and shall use its commercially reasonable efforts to obtain termination of the waiting period thereunder as promptly as practicable. In addition, if at any time prior to the Effective Time any event or circumstance relating to the Delaware Company or the Texas Company Parent or any of their respective Subsidiaries, or Parent's affiliates. Parent and the Company acknowledge and agree that the failure to obtain any consents under any of their respective officers or directors, should be discovered by the Delaware agreements listed in Section 3.7 of the Company or Disclosure Schedule shall not result in the Texas Company, as failure to satisfy the case may be, and which should be condition set forth in an amendment or supplement clause (j) of Annex A, except to the S-4, extent such agreements are marked with an asterisk (*) on Section 3.7 of the Delaware Company Proxy Statement or the Texas Company Proxy Statement, the discovering Party will promptly inform the other Party of such event or circumstanceDisclosure Schedule.

Commercially Reasonable Best Efforts. (a) Subject Upon the terms and subject to the ------------------------------------ terms and conditions of set forth in this Agreement, all each of the Parties hereto will parties agrees to use their respective its commercially reasonable best efforts to take, or cause to be taken, all actions, and to 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 and regulations to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable best efforts to accomplish the following: (i) taking all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, other than Section 6.3(j), for which Holdco must take all acts necessary to cause this condition to be satisfied, (ii) obtaining all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, including, with respect to Bendon, the consents referred to in Schedule 2.5 hereto and, with respect to Naked, the consents referred to in Schedule 3.5 hereto, (iv) providing suitably knowledgeable directors, officers, employees and other Persons to attend and, if requested by Naked, to participate in “road shows” that are to be presented to Naked’s security holders and other individuals or entities interested in acquiring Naked’s securities; (v) defending any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (vi) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Naked and its board of directors and Holdco, Bendon and their respective boards of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, including, without limitation, (i) the prompt delivery in writing of any and all information reasonably requested by another Party from time use its commercially reasonable best efforts to time for inclusion or incorporation by reference in the S-4, the Delaware Company Proxy Statement and the Texas Company Proxy Statement, (ii) the prompt preparation and, subject to any limitations set forth in the Preferred Stock Agreement, filing with the SEC of the S-4, the Delaware Company Proxy Statement and the Texas Company Proxy Statement, (iii) such actions as may be required to have the S-4 declared effective under the Securities Act and the Delaware Company Proxy Statement and the Texas Company Proxy Statement cleared by the SEC, in each case as promptly as practicable, including by consulting with each other as to, and responding promptly to, any SEC comments with respect thereto, (iv) obtaining, prior to the Effective Time, all necessary blue sky permits and approvals and taking such other actions as may be required to be taken under applicable state securities or blue sky laws in connection with the issuance and delivery of shares of Texas Company Common Stock contemplated hereby, (v) the making of any necessary filings, and thereafter make any required submissions, with respect to this Agreement and the Merger under the HSR Act, or any other applicable Law, and (vi) obtaining all consents required under applicable Law or by contract necessary in connection with enable the Merger and the other transactions contemplated in by this Agreement, the Preferred Stock Agreement or the documents contemplated therein, and the New Financing. Without limiting the generality of the foregoing, each of the Delaware Company and the Texas Company shall promptly comply with any requests for additional information under the HSR Act, and shall use its commercially reasonable efforts to obtain termination of the waiting period thereunder be consummated as promptly as practicablepracticable on the terms contemplated by this Agreement. In addition, if at any time prior Notwithstanding anything herein to the Effective Time contrary, nothing in this Agreement shall be deemed to require Naked, Holdco, Bendon or their respective Subsidiaries to agree to any event or circumstance relating to the Delaware Company or the Texas Company divestiture by itself or any of their respective Subsidiariesits Affiliates of shares of capital stock or of any business, material assets or property, or the imposition of any material limitation on the ability of any of them to conduct their respective officers business or directors, should be discovered by the Delaware Company to own or the Texas Company, as the case may be, and which should be set forth in an amendment or supplement to the S-4, the Delaware Company Proxy Statement or the Texas Company Proxy Statement, the discovering Party will promptly inform the other Party exercise control of such event or circumstanceassets, properties and stock.

Commercially Reasonable Best Efforts. (a1) Subject to the ------------------------------------ terms and conditions of this Agreement, all of the Parties hereto will use their respective commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) the prompt delivery in writing of any and all information reasonably requested by another Party from time to time for inclusion or incorporation by reference in the S-4, the Delaware Company Proxy Statement and the Texas Company Proxy Statement, (ii) the prompt preparation and, subject to any limitations set forth in the Preferred Stock Agreement, filing with the SEC of the S-4, the Delaware Company Proxy Statement and the Texas Company Proxy Statement, (iii) such actions as may be required to have the S-4 declared effective under the Securities Act and the Delaware Company Proxy Statement and the Texas Company Proxy Statement cleared by the SEC, in each case as promptly as practicable, including by consulting with each other as to, and responding promptly to, any SEC comments with respect thereto, (iv) obtaining, prior to the Effective Time, all necessary blue sky permits and approvals and taking such other actions as may be required to be taken under applicable state securities or blue sky laws in connection with the issuance and delivery of shares of Texas Company Common Stock contemplated hereby, (v) the making of any necessary filings, and thereafter make any required submissions, with respect to this Agreement and the Merger under the HSR Act, or any other applicable Law, and (vi) obtaining all consents required under applicable Law or by contract necessary in connection with the Merger and the transactions contemplated in this Agreement, the Preferred Stock Agreement or the documents contemplated therein, and the New Financing. Without limiting the generality of the foregoing, each of the Delaware Company and the Texas Company shall promptly comply with any requests for additional information under the HSR Act, and shall use its commercially reasonable efforts to obtain termination of the waiting period thereunder as promptly as practicable. In addition, if at any time prior to the Effective Time any event or circumstance relating to the Delaware Company or the Texas Company or any of their respective Subsidiaries, or any of their respective officers or directors, should be discovered by the Delaware Company or the Texas Company, as the case may be, and which should be set forth in an amendment or supplement to the S-4, the Delaware Company Proxy Statement or the Texas Company Proxy Statement, the discovering Party will promptly inform the other Party of such event or circumstance.