Common use of Commercially Reasonable Efforts to Complete Clause in Contracts

Commercially Reasonable Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent, Merger Sub and the Company shall use commercially reasonable 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement (including the Offer and the Merger), including using commercially reasonable efforts to: (i) cause the conditions to the Offer set forth on Annex A hereto and the conditions to the Merger set forth in Article VIII hereof to be satisfied or fulfilled; (ii) obtain all necessary or appropriate consents, waivers and approvals under any Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby (including the Offer and the Merger) so as to maintain and preserve the benefits under such Contracts following the consummation of the transactions contemplated hereby (including the Offer and the Merger); provided, that any action taken by the Company as permitted by, and pursuant to, Section 6.2 of the Company Disclosure Schedule shall not be a violation of this Section 7.5(a)(ii); (iii) obtain all necessary actions or non-actions, waivers, consents, approvals, Orders and authorizations from Governmental Authorities and the expiration or termination of any applicable waiting periods under the HSR Act and (iv) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. With respect to clause (ii) above, (A) all fees, costs and expenses to obtain, and satisfy the conditions of the consents to be obtained by the Company hereunder (including, without limitation, the consents of all lessors of Leased Real Property) shall be paid and borne entirely by the Company, and (B) if the lessor, master lessor, sublessor, or licensor under any Lease conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request regarding the transactions contemplated by this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), the Company shall be solely responsible for making all such payments and providing all such additional security, subject to Parent’s approval (not to be unreasonably withheld or delayed) with respect to any such payments in excess of $50,000 and any such additional security; provided, however, that the payment of any such fees, costs or expenses shall not be required to be made by the Company prior to the Effective Time.

Commercially Reasonable Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent, Merger Sub and the Company shall use their commercially reasonable 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement (including the Offer and the Merger)Agreement, including using commercially reasonable efforts to: (i) cause the conditions to the Offer set forth on Annex A hereto and the conditions to the Merger set forth in Article VIII VII hereof to be satisfied or fulfilled, including by filing as promptly as practicable after the date hereof with the SEC all annual, quarterly and current reports required to be filed by the Company under the Exchange Act for any and all periods ending prior to the Effective Time, which such annual, quarterly and current reports shall comply as to form with the rules and regulations of the SEC applicable to such reports; (ii) obtain all necessary or appropriate consents, waivers and approvals under any Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby (including the Offer and the Merger) so as to maintain and preserve the benefits under such Contracts following the consummation of the transactions contemplated hereby (including the Offer and the Merger); provided, that any action taken by the Company as permitted by, and pursuant to, Section 6.2 of the Company Disclosure Schedule shall not be a violation of this Section 7.5(a)(ii)Agreement; (iii) obtain all necessary actions or non-actions, waivers, consents, approvals, Orders and authorizations from Governmental Authorities and Entities, the expiration or termination of any applicable waiting periods under the HSR Act periods, making all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and (iv) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. With respect to clause (ii) above, (A) all fees, costs and expenses to obtain, and satisfy the conditions of the consents to be obtained by the Company hereunder (including, without limitation, the consents of all lessors of Leased Real Property) shall be paid and borne entirely by the Company, and (B) if the lessor, master lessor, sublessor, or licensor under any Lease conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request regarding the transactions contemplated by this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), the Company shall be solely responsible for making all such payments and providing all such additional security, subject to Parent’s approval (not to be unreasonably withheld or delayed) with respect to any such payments in excess of $50,000 and any such additional security; provided, however, that the payment of any such fees, costs or expenses shall not be required to be made by the Company prior to the Effective Time.

Commercially Reasonable Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of LKQ, Parent, Merger Acquisition Sub and the Company shall use its commercially reasonable 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement (including the Offer and the Merger)Agreement, including using commercially reasonable efforts to: (i) cause the conditions to the Offer set forth on in Section 2.1(a) and Annex A hereto to be satisfied and cause the conditions to the Merger set forth in Article VIII hereof to be satisfied or fulfilledsatisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to enable it to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals required under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby (including the Offer and the Merger) so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated hereby (including the Offer and the Merger); provided, that any action taken by the Company as permitted by, and pursuant to, Section 6.2 of the Company Disclosure Schedule shall not be a violation of this Section 7.5(a)(ii); (iii) obtain all necessary actions or non-actions, waivers, consents, approvals, Orders and authorizations from Governmental Authorities and the expiration or termination of any applicable waiting periods under the HSR Act and (iv) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. With respect In addition to clause (ii) abovethe foregoing, (A) all feesneither LKQ, costs and expenses to obtainParent or Acquisition Sub, and satisfy on the conditions of the consents to be obtained by the Company hereunder (includingone hand, without limitation, the consents of all lessors of Leased Real Property) shall be paid and borne entirely by nor the Company, and (B) if on the lessorother hand, master lessor, sublessorshall take any action, or licensor fail to take any action, that is intended to, or would reasonably be expected to have the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, except for amounts that are not either individually or in the aggregate material, neither the Company, LKQ nor Parent shall be required prior to the Effective Time to pay any Lease conditions its grant of a consent (including by threatening to exercise a or other similar fee, “recaptureprofit-sharing” or other termination right) upon, or otherwise requires in response to a notice or consent request regarding the transactions contemplated by this Agreement, the payment of a consent fee, “profit sharing” similar payment or other consideration (including increased rent paymentsor other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty)) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any Consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. Notwithstanding the above provisions of this Section 7.1, none of those provisions shall restrict the Company shall be solely responsible for making all such payments and providing all such additional security, subject from taking any action permitted by Section 6.2 or Section 7.4 or from taking any other action that it is permitted to Parent’s approval (not take or to be unreasonably withheld or delayed) with respect to any such payments in excess of $50,000 and any such additional security; provided, however, that the payment of any such fees, costs or expenses shall not be required to be made by the Company prior refrain from taking pursuant to the Effective Timeexpress provisions of this Agreement.

Commercially Reasonable Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent, Merger Sub and the Company shall use their commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, done (and to assist and cooperate with the other party or parties hereto in doing), all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement (including the Offer and the Merger), including using commercially reasonable efforts to: to (ia) cause the conditions to the Offer set forth on Annex A hereto Section 1.1(b) and the conditions to the Merger set forth in Article VIII hereof Section 2.2(b) to be satisfied or fulfilled; fulfilled as soon as reasonably practicable, (iib) obtain all necessary or appropriate consents, waivers and approvals under any Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby (including the Offer and the Merger) so as to maintain and preserve the benefits under such Contracts following the consummation of the transactions contemplated hereby (including the Offer and the Merger); provided, that any action taken by the Company as permitted by, and pursuant to, Section 6.2 of the Company Disclosure Schedule shall not be a violation of this Section 7.5(a)(ii); (iiic) obtain all necessary actions or non-actions, waivers, consents, approvals, Orders and authorizations from Governmental Authorities and Authorities, the expiration or termination of any applicable waiting periods under the HSR Act periods, making all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and (ivd) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. With respect to clause (iib) above, (Ai) all fees, costs and expenses to obtain, and satisfy the conditions of the consents to be obtained by the Company hereunder (including, without limitation, including the consents of all lessors of Leased Real Property) shall be paid and borne entirely by the Company, and (Bii) if the lessor, master lessor, sublessor, or licensor under any Lease conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request regarding the transactions contemplated by this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), the Company shall be solely responsible for making all such payments and providing all such additional security, subject to Parent’s approval (not to be unreasonably withheld or delayed) with respect to any such payments in excess of $50,000 and any such additional security; provided, however, that the payment of any such fees, costs or expenses shall not be required to be made by the Company prior to the Effective Time.

Commercially Reasonable Efforts to Complete. (a) Upon Each of the terms and subject to the conditions set forth in this Agreement, each of Parent, Merger Sub Purchasers and the Company shall use its commercially reasonable 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement (including the Offer and the Merger)Agreement, including using commercially reasonable efforts to: (ia) cause the conditions to the Offer set forth on Annex A hereto and the conditions to the Merger transactions contemplated hereby set forth in Article VIII hereof V and Article VI to be satisfied or fulfilledsatisfied; (ii) obtain all necessary or appropriate consents, waivers and approvals under any Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby (including the Offer and the Merger) so as to maintain and preserve the benefits under such Contracts following the consummation of the transactions contemplated hereby (including the Offer and the Merger); provided, that any action taken by the Company as permitted by, and pursuant to, Section 6.2 of the Company Disclosure Schedule shall not be a violation of this Section 7.5(a)(ii); (iiib) obtain all necessary actions or non-actions, waivers, consents, approvals, Orders orders and authorizations from Governmental Authorities Entities and the expiration or termination of any applicable waiting periods under the HSR Act make all necessary registrations, declarations and filings with Governmental Entities; and (ivc) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. With respect to clause (ii) above, (A) all fees, costs and expenses to obtain, and satisfy the conditions of the consents to be obtained by the Company hereunder (including, without limitation, the consents of all lessors of Leased Real Property) shall be paid and borne entirely by the Company, and (B) if the lessor, master lessor, sublessor, or licensor under any Lease conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request regarding the transactions contemplated by this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), the Company shall be solely responsible for making all such payments and providing all such additional security, subject to Parent’s approval (not to be unreasonably withheld or delayed) with respect to any such payments in excess of $50,000 and any such additional security; provided, however, that in no event shall any Purchaser have any obligation to make any payment of a material sum to a third party (other than the payment of any such the purchase price in respect of the Purchased Shares, expenses of advisors incurred in connection with the transactions contemplated hereby and filing or administrative fees, costs including any HSR filing fees) or expenses shall to sell, divest or dispose of any of its assets or businesses, in each case in order to satisfy its obligations under this Section 4.3. In furtherance and not in limitation of the foregoing, each of the Company and the Purchasers agrees to (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within five (5) days after the date of this Agreement, (ii) supply as promptly as reasonably practicable any additional information and documentary material that may reasonably be required requested pursuant to the HSR Act and (iii) use its commercially reasonable efforts to take or cause to be made by taken all other actions necessary, proper or advisable consistent with this Section 4.3 to cause the Company prior expiration or termination of the applicable waiting periods, or receipt of required authorizations, as applicable, under the HSR Act as promptly as reasonably practicable. Without limiting the foregoing, the parties shall request and shall use commercially reasonable efforts to obtain early termination of the Effective Timewaiting period under the HSR Act.

Commercially Reasonable Efforts to Complete. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, including Section 5.04, Buyer and Seller shall each of Parent, Merger Sub cooperate fully with the other and the Company shall use its commercially reasonable 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicablepossible, the transactions contemplated by this Agreement (including the Offer and the Merger)hereby, including using commercially reasonable efforts to: by (i) cause obtaining (and cooperating with the conditions other in obtaining) any clearance, consent, authorization, order or approval of, or any exemption by, any Governmental Authority required to be obtained or made by Buyer, Seller or any Target Company in connection with the Offer set forth on Annex A hereto transactions contemplated hereby, and the conditions expiration of all applicable waiting periods with respect to the Merger set forth in Article VIII hereof to be satisfied or fulfilled; any Governmental Authorities, (ii) obtain making any and all notices, registrations and filings that may be necessary or appropriate consentsadvisable to obtain the approval or waiver from, waivers and approvals under or to avoid any Contracts to which Action by, any Governmental Authority, including without limitation, filing (x) within ten (10) days of the Company or any of its Subsidiaries is a party in connection date hereof with this Agreement the United States Federal Trade Commission and the consummation United States Department of Justice the notification and report form required under the HSR Act for the transactions contemplated hereby (including which form shall request “early termination”) and (y) as promptly as practicable with any other applicable Governmental Authority, the Offer antitrust filings and the Merger) so as to maintain and preserve the benefits notifications required under such Contracts following the consummation of foreign merger control, antitrust, or competition Laws for the transactions contemplated hereby (including the Offer which form shall request “early termination” or its equivalent, if applicable) and the Merger); providedany supplemental or additional information which may reasonably be requested in connection therewith by such Governmental Authority or under applicable Law, that any action taken by the Company as permitted by, and pursuant to, Section 6.2 of the Company Disclosure Schedule shall not be a violation of this Section 7.5(a)(ii); (iii) obtain all necessary actions responding as promptly as practicable to any requests for supplemental or non-actionsadditional information which may reasonably be issued by such Governmental Authority under merger control, waiversantitrust or competition Law in connection with the above filings, consents, approvals, Orders and authorizations from Governmental Authorities and the expiration or termination of any applicable waiting periods under the HSR Act and (iv) execute resisting, resolving or deliver defending any additional instruments reasonably necessary Action, whether brought by a Governmental Authority or other third party, seeking to challenge this Agreement or the transactions contemplated hereby, including by seeking to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated byhereby and (v) executing any certificates, instruments or other documents that are necessary to consummate and make effective the transactions contemplated hereby and to fully carry out the purposes of, and intent of this Agreement. With respect Without limiting the generality of the foregoing, each of the Parties shall (and Seller shall cause each of the Target Companies to) use their commercially reasonable efforts to clause (iiw) aboveprepare and furnish all necessary information and documentation and make presentations to Governmental Authorities, (Ax) all feesotherwise do whatever is necessary, costs proper or advisable to assist and expenses cooperate with each other in obtaining such clearance from Governmental Authorities, (y) respond as promptly as practicable to obtain, and satisfy the conditions of the consents to be obtained by the Company hereunder (including, without limitation, the consents of all lessors of Leased Real Property) shall be paid and borne entirely by the Company, any inquiries or requests received from any Governmental Authority for additional information or documentation and (Bz) if the lessor, master lessor, sublessor, or licensor under any Lease conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request regarding the transactions contemplated by this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), the Company shall be solely responsible for making all such payments and providing all such additional security, subject to Parent’s approval (not to be unreasonably withheld or delayed) with respect respond as promptly as practicable to any such payments other inquiries or requests received from any Governmental Authority in excess of $50,000 and any such additional security; provided, however, that the payment of any such fees, costs or expenses shall not be required to be made by the Company prior to the Effective Timeconnection therewith.

Commercially Reasonable Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent, Merger Sub and the Company shall use their commercially reasonable 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement (including the Offer and the Merger), including using commercially reasonable efforts to: (i) cause the conditions to the Offer set forth on Annex A hereto and the conditions to the Merger set forth in Article VIII hereof to be satisfied or fulfilled; (ii) obtain all necessary or appropriate consents, waivers and approvals under any Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby (including the Offer and the Merger) so as to maintain and preserve the benefits under such Contracts following the consummation of the transactions contemplated hereby (including the Offer and the Merger); provided, ) without any requirement that any action taken by the Company as permitted byor any of its Subsidiaries incur any cost or obligation to suffer the loss of any right in connection therewith; (iii) resolve, and pursuant to, Section 6.2 prior to the initial expiration of the Company Disclosure Schedule Offer, any issues which have or may emerge from industry- standard scans of the Company’s software code (it being understood and hereby agreed that (A) the resolution of such issues, whether prior to or following the initial expiration of the Offer, shall not be a violation condition to the completion of any of the transactions contemplated by this Section 7.5(a)(iiAgreement (including the Offer or the Merger), and (B) the failure to resolve any such issues prior to the initial expiration of the Offer shall not be deemed to be a Company Material Adverse Effect); (iiiiv) obtain all necessary actions or non-actions, waivers, consents, approvals, Orders and authorizations from Governmental Authorities and Entities, the expiration or termination of any applicable waiting periods under the HSR Act periods, making all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and (ivv) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. With respect to clause (ii) above, (A) all fees, costs and expenses to obtain, and satisfy the conditions of the consents to be obtained by the Company hereunder (including, without limitation, the consents of all lessors of Leased Real Property) shall be paid and borne entirely by the Company, and (B) if the lessor, master lessor, sublessor, or licensor under any Lease conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request regarding the transactions contemplated by this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), the Company shall be solely responsible for making all such payments and providing all such additional security, subject to Parent’s approval (not to be unreasonably withheld or delayed) with respect to any such payments in excess of $50,000 and any such additional security; provided, however, that the payment of any such fees, costs or expenses shall not be required to be made by the Company prior to the Effective Time.

Commercially Reasonable Efforts to Complete. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, including Section 6.02 and Section 6.05, each of ParentParent and Merger Sub, Merger Sub on the one hand, and the Company Company, on the other hand, shall use commercially reasonable efforts to cooperate with each other and take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicablepossible, the transactions contemplated by this Agreement (including the Offer and the Merger)hereby, including using commercially reasonable efforts to: by (i) cause obtaining (and cooperating with the conditions to the Offer set forth on Annex A hereto and the conditions to the Merger set forth other in Article VIII hereof obtaining) any clearance, consent, authorization, order or approval of, or any exemption by, any Governmental Authority required to be satisfied obtained or fulfilled; (ii) obtain all necessary or appropriate consentsmade by Parent, waivers and approvals under any Contracts to which Merger Sub, the Company or any of its Subsidiaries is a party other Acquired Company in connection with this Agreement and the consummation of the transactions contemplated hereby (including the Offer and the Merger) so as to maintain and preserve the benefits under such Contracts following the consummation of the transactions contemplated hereby (including the Offer and the Merger); providedhereby, that any action taken by the Company as permitted by, and pursuant to, Section 6.2 of the Company Disclosure Schedule shall not be a violation of this Section 7.5(a)(ii); (iii) obtain all necessary actions or non-actions, waivers, consents, approvals, Orders and authorizations from Governmental Authorities and the expiration or termination of any all applicable waiting periods under with respect to any Governmental Authorities, (ii) making any and all notices, registrations and filings that may be necessary or advisable to obtain the HSR Act and approval or waiver from, or to avoid any Action by, any Governmental Authority, (iviii) execute resisting, resolving or deliver defending any additional instruments reasonably necessary Action, whether brought by a Governmental Authority or other third party, seeking to challenge this Agreement or the transactions contemplated hereby, including by seeking to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the transactions contemplated byhereby and (iv) executing any certificates, instruments or other documents that are necessary to consummate and make effective the transactions contemplated hereby and to fully carry out the purposes of, and intent of this Agreement. With respect Without limiting the generality of the foregoing, each of the Parties shall file (and the Company shall cause each of the other Acquired Companies to clause file) as soon as practicable following the date of this Agreement any notification required under the HSR Act or any comparable applicable foreign competition or antitrust Law, and in connection with obtaining clearance under the HSR Act or such other Laws each of the Parties shall (iiand the Company shall cause each of the other Acquired Companies to) aboveuse commercially reasonable efforts to (x) prepare and furnish all necessary information and documentation and make presentations to Governmental Authorities, (y) otherwise do whatever is necessary, proper or advisable to assist and cooperate with the other in obtaining such clearance from Governmental Authorities, and (z) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation or otherwise in connection therewith; provided, that no Party shall be required to, and the Acquired Companies may not (without the prior written consent of Parent), enter into any agreements or commitments or take any other actions to resolve any such objections or Actions if such agreement, commitment or other action would reasonably be expected, individually or in the aggregate, to (A) all fees, costs and expenses to obtain, and satisfy the conditions prevent consummation of any of the consents to be obtained by the Company hereunder (includingtransactions contemplated hereby, without limitation, the consents of all lessors of Leased Real Property) shall be paid and borne entirely by the Company, and (B) if the lessor, master lessor, sublessor, or licensor under result in any Lease conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request regarding the transactions contemplated by this Agreementhereby being rescinded following the Closing, (C) limit or otherwise adversely affect the payment right of a consent feeParent or Merger Sub (or any Affiliate thereof) to own or vote any Company Shares, “profit sharing” payment control any of the Acquired Companies or other consideration operate all or any portion of the businesses of the Acquired Companies or (including increased rent payments)D) require or compel any Acquired Company, Parent or the provision any Affiliate of additional security (including a guaranty), the Company shall be solely responsible for making Parent to dispose or hold separate of all such payments and providing all such additional security, subject to Parent’s approval (not to be unreasonably withheld or delayed) with respect to any such payments in excess portion of $50,000 and any such additional security; provided, however, that the payment of any such fees, costs its properties or expenses shall not be required to be made by the Company prior to the Effective Timeassets.

Commercially Reasonable Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent, Merger Sub and the Company parties hereto shall use their respective commercially reasonable efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other party or parties hereto in doingdone promptly, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effectiveeffective the transactions contemplated hereby, to satisfy all of the conditions to the obligations of the other parties hereto to effect the Merger, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in the most expeditious manner practicable, order to consummate and make effective the transactions contemplated by this Agreement (including for the Offer and the Merger), including using commercially reasonable efforts to: (i) cause the conditions purpose of securing to the Offer set forth on Annex A parties hereto and the conditions to the Merger set forth in Article VIII hereof to be satisfied or fulfilled; (ii) obtain all necessary or appropriate consents, waivers and approvals under any Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby (including the Offer and the Merger) so as to maintain and preserve the benefits under such Contracts following the consummation of the transactions contemplated hereby (including the Offer and the Merger); provided, that any action taken by the Company as permitted by, and pursuant to, Section 6.2 of the Company Disclosure Schedule shall not be a violation of this Section 7.5(a)(ii); (iii) obtain all necessary actions or non-actions, waivers, consents, approvals, Orders and authorizations from Governmental Authorities and the expiration or termination of any applicable waiting periods under the HSR Act and (iv) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. With respect to clause (ii) above, (A) all fees, costs and expenses to obtain, and satisfy the conditions of the consents to be obtained by the Company hereunder (including, without limitation, the consents of all lessors of Leased Real Property) shall be paid and borne entirely by the Company, and (B) if the lessor, master lessor, sublessor, or licensor under any Lease conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request regarding the transactions contemplated by this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), the Company shall be solely responsible for making all such payments and providing all such additional security, subject to Parent’s approval (not to be unreasonably withheld or delayed) with respect to any such payments in excess of $50,000 and any such additional security; provided, however, Parent and the Company shall make the initial filings required under the HSR Act within five (5) Business Days after the date hereof; and provided, further, that the payment of any such fees, costs or expenses Parent shall not be required to be made by agree to (a) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its Subsidiaries or Affiliates or of the Company, (b) the imposition of any limitation on the ability of Parent, its Subsidiaries or Affiliates or the Company prior to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the Effective Timecase of Parent, the businesses of the Company, or (c) the imposition of any impediment on Parent, its Subsidiaries or Affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such action described in (a), (b) or (c), an “Action of Divestiture”). Nothing herein shall require any party to litigate with any Governmental Entity.

Commercially Reasonable Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent, Merger Sub and the Company shall use their commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, done (and to assist and cooperate with the other party or parties hereto in doing), all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement (including the Offer and the Merger), including using commercially reasonable efforts to: to (ia) cause the conditions to the Offer set forth on Annex A hereto Section 1.1(b) and the conditions to the Merger set forth in Article VIII hereof Section 2.2(b) to be satisfied or fulfilled; fulfilled as soon as reasonably practicable, (iib) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts (or such other Contracts as Parents may reasonably request) to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby (including the Offer and the Merger) so as to maintain and preserve the benefits under such Contracts following the consummation of the transactions contemplated hereby (including the Offer and the Merger); provided, that any action taken by the Company as permitted by, and pursuant to, Section 6.2 of the Company Disclosure Schedule shall not be a violation of this Section 7.5(a)(ii); (iiic) obtain all necessary actions or non-actions, waivers, consents, approvals, Orders and authorizations from Governmental Authorities and Authorities, the expiration or termination of any applicable waiting periods under the HSR Act periods, making all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and (ivd) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. With respect to clause (iib) above, (Ai) all fees, costs and expenses to obtain, and satisfy the conditions of the consents to be obtained by the Company hereunder (including, without limitation, including the consents of all lessors of Leased Real Property) shall be paid and borne entirely by the Company, and (Bii) if the lessor, master lessor, sublessor, or licensor under any Lease conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request regarding the transactions contemplated by this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), the Company shall be solely responsible for making all such payments and providing all such additional security, subject to Parent’s approval (not to be unreasonably withheld or delayed) with respect to any such payments in excess of $50,000 and any such additional security; provided, however, that the payment of any such fees, costs or expenses shall not be required to be made by the Company prior to the Effective Time.

Commercially Reasonable Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent, Merger Sub and the Company parties hereto shall use their respective commercially reasonable efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other party or parties hereto in doingdone promptly, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effectiveeffective the transactions contemplated hereby, to satisfy all of the conditions to the obligations of the other parties hereto to effect the Merger, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in the most expeditious manner practicable, order to consummate and make effective the transactions contemplated by this Agreement (including for the Offer and the Merger), including using commercially reasonable efforts to: (i) cause the conditions purpose of securing to the Offer set forth on Annex A parties hereto and the conditions to the Merger set forth in Article VIII hereof to be satisfied or fulfilled; (ii) obtain all necessary or appropriate consents, waivers and approvals under any Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby (including the Offer and the Merger) so as to maintain and preserve the benefits under such Contracts following the consummation of the transactions contemplated hereby (including the Offer and the Merger); provided, that any action taken by the Company as permitted by, and pursuant to, Section 6.2 of the Company Disclosure Schedule shall not be a violation of this Section 7.5(a)(ii); (iii) obtain all necessary actions or non-actions, waivers, consents, approvals, Orders and authorizations from Governmental Authorities and the expiration or termination of any applicable waiting periods under the HSR Act and (iv) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. With respect to clause (ii) above, (A) all fees, costs and expenses to obtain, and satisfy the conditions of the consents to be obtained by the Company hereunder (including, without limitation, the consents of all lessors of Leased Real Property) shall be paid and borne entirely by the Company, and (B) if the lessor, master lessor, sublessor, or licensor under any Lease conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request regarding the transactions contemplated by this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), the Company shall be solely responsible for making all such payments and providing all such additional security, subject to Parent’s approval (not to be unreasonably withheld or delayed) with respect to any such payments in excess of $50,000 and any such additional security; provided, however, that the payment of any such fees, costs or expenses Parent shall not be required to be made by agree to (i) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any material business, material assets or material properties of Parent, its Subsidiaries or Affiliates or of the Company prior or of the Final Surviving Entity, (ii) the imposition of any material limitation on the ability of Parent, its Subsidiaries or Affiliates, the Company or the Final Surviving Entity to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the Effective Time.case of Parent, the businesses of the Company or the Final Surviving Entity, or (iii) the imposition of any material impediment on Parent, its Subsidiaries or Affiliates or the Company or the Final Surviving Entity under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such action described in (i), (ii) or (iii), an “Action of Divestiture”). Nothing herein shall require any party to litigate any administrative or judicial action or proceeding that may be brought in connection with the transactions contemplated by this Agreement EXECUTION COPY

Commercially Reasonable Efforts to Complete. (a) Upon On the terms and subject to the conditions set forth in this Agreement, each of Parent, Merger Sub and the Company shall use their commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, done (and to assist and cooperate with the other party or parties hereto in doing), all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement (including the Offer and the Merger), including using commercially reasonable efforts to: to (ia) cause the conditions to the Offer set forth on Annex A hereto in Section 1.1(b) and the conditions to the Merger set forth in Article VIII hereof Section 2.6(b) to be satisfied or fulfilled; fulfilled as soon as reasonably practicable, (iib) obtain all necessary or appropriate consents, waivers and approvals under any Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby (including the Offer and the Merger) so as to maintain and preserve the benefits under such Contracts following the consummation of the transactions contemplated hereby (including the Offer and the Merger); provided, that any action taken by the Company as permitted by, and pursuant to, Section 6.2 of the Company Disclosure Schedule shall not be a violation of this Section 7.5(a)(ii); (iiic) obtain all necessary actions or non-actions, waivers, consents, approvals, Orders and authorizations from Governmental Authorities and the expiration or termination of any applicable waiting periods under the HSR Act and make all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any) and (ivd) execute or deliver contest and resist any additional instruments reasonably necessary to consummate the transactions contemplated byLegal Proceeding that seeks to, and to fully carry out the purposes ofhave vacated, this Agreement. With respect to clause (ii) abovelifted, (A) all feesreversed or overturned any Order that is in effect that would, costs and expenses to obtainprohibit, and satisfy the conditions prevent or restrict consummation of the consents to be obtained by the Company hereunder (including, without limitationOffer, the consents of all lessors of Leased Real Property) shall be paid Merger and borne entirely by the Company, and (B) if the lessor, master lessor, sublessor, or licensor under any Lease conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request regarding the transactions contemplated by this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), the Company shall be solely responsible for making all such payments and providing all such additional security, subject to Parent’s approval (not to be unreasonably withheld or delayed) with respect to any such payments in excess of $50,000 and any such additional security; provided, however, that the payment of any such fees, costs or expenses shall not be required to be made by the Company prior to the Effective Time.