Common use of Efforts and Actions to Cause Closing to Occur Clause in Contracts

Efforts and Actions to Cause Closing to Occur. (a) Except as set forth elsewhere herein, Sellers and Buyer agree to use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, things necessary, proper or advisable to consummate and make effective, in the most expeditious manner possible, the Transaction, the Share Sale, and the other transactions contemplated by this Agreement, including using their reasonable best efforts to accomplish the following: (i) the satisfaction of the conditions to the Transaction and the Share Sale set forth in Section 6; (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, Orders and authorizations from Governmental Authorities and the making of all necessary registrations, declarations, submissions and filings (including registrations, declarations, and filings with Governmental Authorities, 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 Authority; (iii) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; (iv) the execution or delivery of any additional agreements, instruments or documents reasonably necessary or appropriate to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; and (v) the minimization by the Sellers of certain third party Liabilities to Seller licensees and service providers arising as a result of the Transaction (provided that Buyer’s efforts in this regard shall be at Seller’s 17 expense) and (vi) to duly provide notice to Spherix in connection with the Spherix Option. Sellers shall give Buyer prompt notice in the event that Spherix notifies Sellers it will or intends to exercise the Spherix Option with respect to the Restricted Spherix Shares. Without limiting the generality of anything contained in this Section 5.1, Sellers, on the one hand, and Buyer, on the other hand, shall: (A) give the other Party prompt notice of the making or commencement of any request, inquiry, investigation, Action or Proceeding by or before any Governmental Authority with respect to the Transaction, the Share Sale, or any other transaction contemplated hereby; (B) keep the other Party reasonably informed as to the status of any such request, inquiry, investigation, Action or Proceeding; and (C) promptly inform the other Party of any communication to or from any Governmental Authority regarding the Transaction, the Share Sale, or any other transaction contemplated hereby. Except as may be prohibited by any Governmental Authority or by any applicable Law, in connection with any request, inquiry, investigation, Action or Proceeding commenced by a Governmental Authority or other Person relating to this Agreement or the Transactions, the Share Sale, or the other transactions contemplated hereby, Sellers and Buyer will permit authorized representatives of the other Party to be present at each meeting, conference or telephone call relating to such request, inquiry, investigation, Action or Proceeding and be reasonably consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority or other Person in connection with such request, inquiry, investigation, Action or Proceeding.

Efforts and Actions to Cause Closing to Occur. (a) Except as Upon the terms and subject to the conditions set forth elsewhere hereinin this Agreement, Sellers the Seller and Buyer agree to each shall 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 party in doing all things necessary, proper or advisable to consummate and make effective, in the most expeditious expeditions manner possiblepracticable, the Transaction, the Share Sale, and the other transactions contemplated by this AgreementTransactions, including using their its commercially reasonable best efforts to accomplish the following: (i) the satisfaction of the conditions to the Transaction and the Share Sale set forth in Section 6; (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, Orders orders and authorizations from Governmental Authorities Entities and the making of all necessary registrations, declarations, submissions declarations and filings (including registrations, declarations, declarations and filings with Governmental Authorities, if anyEntities) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity; (ii) the resolution of such objections, if any, as may be asserted with respect to the Transactions under the HSR Act, applicable foreign antitrust Laws or any other antitrust, competition or fair trade Laws; (iii) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; (iv) the execution or delivery of any additional agreements, instruments or documents reasonably necessary or appropriate to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, of this Agreement; and (vvii) obtain releases of any Encumbrances that may be reflected herein or in the minimization by Schedules hereto, if any, to be released prior to the Sellers of certain third party Liabilities Closing; provided, however, that notwithstanding the foregoing or anything to Seller licensees and service providers arising as a result of the Transaction (provided that Buyer’s efforts contrary set forth in this regard shall be at Seller’s 17 expense) and (vi) to duly provide notice to Spherix Agreement or in any agreement, certificate, instrument or other document delivered in connection with the Spherix Option. Sellers shall give Buyer prompt notice in the event that Spherix notifies Sellers it will or intends to exercise the Spherix Option with respect to the Restricted Spherix Shares. Without limiting the generality of anything contained Transactions, nothing in this Section 5.1Agreement or in any agreement, Sellerscertificate, on instrument or other document delivered in connection with the one hand, and Transactions shall be deemed to require Seller or Buyer, on the other hand, shall: (A) give the other Party prompt notice of the making or commencement of any request, inquiry, investigation, Action or Proceeding by or before any Governmental Authority with respect to the Transaction, the Share Sale, or any other transaction contemplated hereby; (B) keep the other Party reasonably informed as Subsidiary or affiliate thereof, to the status agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any such requestbusiness, inquiry, investigation, Action assets or Proceeding; and (C) promptly inform the other Party of any communication to or from any Governmental Authority regarding the Transaction, the Share Sale, or any other transaction contemplated hereby. Except as may be prohibited by any Governmental Authority or by any applicable Law, in connection with any request, inquiry, investigation, Action or Proceeding commenced by a Governmental Authority or other Person relating to this Agreement or the Transactions, the Share Saleproperty, or the other transactions contemplated herebyimposition of any limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, Sellers properties and Buyer will permit authorized representatives of the other Party to be present at each meeting, conference or telephone call relating to such request, inquiry, investigation, Action or Proceeding and be reasonably consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority or other Person in connection with such request, inquiry, investigation, Action or Proceedingstock.

Efforts and Actions to Cause Closing to Occur. (a) Except as Upon the terms and subject to the conditions set forth elsewhere hereinin this Agreement, Sellers the Company, Principal Stockholder and Buyer agree to Parent each shall 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 party in doing all things necessary, proper or advisable to consummate and make effective, in the most expeditious expeditions manner possiblepracticable, the Transaction, the Share Sale, and the other transactions contemplated by this AgreementTransactions, including using their its commercially reasonable best efforts to accomplish the following: (i) the satisfaction taking of all reasonable acts necessary to cause the conditions to the Transaction and the Share Sale precedent set forth in Section 6Article VIII to be satisfied; (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, Orders orders and authorizations from Governmental Authorities Entities and the making of all necessary registrations, declarations, submissions declarations and filings (including registrations, declarations, declarations and filings with Governmental Authorities, if anyEntities) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity; (iii) the obtaining of all Necessary Consents; (iv) the resolution of such objections, if any, as may be asserted with respect to the Transactions under the HSR Act, applicable foreign antitrust Laws or any other antitrust, competition or fair trade Laws; (v) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; (ivvi) the execution or delivery of any additional agreements, instruments or documents reasonably necessary or appropriate to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, of this Agreement; and (vvii) obtain releases of all Encumbrances reflected in the minimization by Company Disclosure Schedule; provided, however, that notwithstanding the Sellers of certain third party Liabilities foregoing or anything to Seller licensees and service providers arising as a result of the Transaction (provided that Buyer’s efforts contrary set forth in this regard shall be at Seller’s 17 expense) and (vi) to duly provide notice to Spherix Agreement or in any agreement, certificate, instrument or other document delivered in connection with the Spherix Option. Sellers shall give Buyer prompt notice in the event that Spherix notifies Sellers it will or intends to exercise the Spherix Option with respect to the Restricted Spherix Shares. Without limiting the generality of anything contained Transactions, nothing in this Section 5.1Agreement or in any agreement, Sellerscertificate, on instrument or other document delivered in connection with the one hand, and Buyer, on the other hand, shall: (A) give the other Party prompt notice of the making or commencement of any request, inquiry, investigation, Action or Proceeding by or before any Governmental Authority with respect Transactions shall be deemed to the Transactionrequire Parent, the Share SaleCompany or Principal Stockholder, or any other transaction contemplated hereby; (B) keep the other Party reasonably informed as Subsidiary or Affiliate thereof, to the status agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any such requestbusiness, inquiry, investigation, Action assets or Proceeding; and (C) promptly inform the other Party of any communication to or from any Governmental Authority regarding the Transaction, the Share Sale, or any other transaction contemplated hereby. Except as may be prohibited by any Governmental Authority or by any applicable Law, in connection with any request, inquiry, investigation, Action or Proceeding commenced by a Governmental Authority or other Person relating to this Agreement or the Transactions, the Share Saleproperty, or the other transactions contemplated herebyimposition of any limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, Sellers properties and Buyer will permit authorized representatives of the other Party to be present at each meeting, conference or telephone call relating to such request, inquiry, investigation, Action or Proceeding and be reasonably consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority or other Person in connection with such request, inquiry, investigation, Action or Proceedingstock.

Efforts and Actions to Cause Closing to Occur. (a) Except as set forth elsewhere hereinPrior to the Closing, Sellers upon the terms and Buyer agree subject to the conditions of this Agreement, Purchaser and Seller shall use their 39 <PAGE> respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be donedone and to cooperate with each other in order to do, all things reasonably necessary, proper or advisable (subject to any applicable laws) to consummate and make effective, in the most expeditious manner possible, Closing at the Transaction, the Share Sale, and the other transactions time contemplated by this Agreement, including using their reasonable best efforts to accomplish the following: (i) the satisfaction of the conditions to the Transaction and the Share Sale set forth in Section 6; 3.1 (ii) including the obtaining preparation and filing of all necessary actions or non-actionsforms, waivers, consents, approvals, Orders registrations and authorizations from Governmental Authorities and notices required to be filed to consummate the making of all necessary registrations, declarations, submissions and filings (including registrations, declarations, and filings with Governmental Authorities, if any) Closing and the taking of all reasonable steps such actions as are necessary to obtain any requisite Consents of any Governmental Entity and any other Person and the taking of such other actions and the execution of such other documents as may be reasonably necessary to avoid satisfy the conditions set forth in Article VII). (b) Prior to the Closing, each party shall promptly consult with the other party hereto with respect to, provide any suitnecessary information with respect to, claimand provide the other party (or its counsel) with copies of, action, investigation or proceeding all filings made by such party with any Governmental Authority; (iii) the defending of Entity or any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; (iv) the execution or delivery of any additional agreements, instruments or documents reasonably necessary or appropriate other information supplied by such party to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; and (v) the minimization by the Sellers of certain third party Liabilities to Seller licensees and service providers arising as a result of the Transaction (provided that Buyer’s efforts in this regard shall be at Seller’s 17 expense) and (vi) to duly provide notice to Spherix Governmental Entity in connection with the Spherix Optionthis Agreement. Sellers Each party hereto shall give Buyer prompt notice in the event that Spherix notifies Sellers it will or intends to exercise the Spherix Option with respect to the Restricted Spherix Shares. Without limiting the generality of anything contained in this Section 5.1, Sellers, on the one hand, and Buyer, on promptly provide the other hand, shall: (A) give the other Party prompt notice of the making or commencement party with copies of any request, inquiry, investigation, Action or Proceeding written communication received by or before such party from any Governmental Authority Entity regarding the Transaction. If any party hereto receives a request for additional information or documentary material from any such Governmental Entity with respect to the Transaction, the Share Salethen such party shall endeavor in good faith to make, or any other transaction contemplated hereby; (B) keep cause to be made, as soon as reasonably practicable and after consultation with the other Party reasonably informed as to the status of any party, an appropriate response in compliance with such request. To the extent that transfers, inquiry, investigation, Action amendments or Proceeding; and (C) promptly inform modifications of permits are required as a result of the other Party execution of any communication to or from any Governmental Authority regarding the Transaction, the Share Sale, or any other transaction contemplated hereby. Except as may be prohibited by any Governmental Authority or by any applicable Law, in connection with any request, inquiry, investigation, Action or Proceeding commenced by a Governmental Authority or other Person relating to this Agreement or the Transactionsperformance by the parties of their respective obligations hereunder, Seller and Purchaser shall use their reasonable efforts to effect such transfers, amendments or modifications and to cause the Company to effect such transfers, amendments or modifications. 40 <PAGE> (c) Each party agrees that it will not undertake any course of action inconsistent with the satisfaction of the requirements or conditions applicable to it set out in this Agreement and it will use its reasonable efforts to do all things and take such action as may be appropriate to enable it to comply with its obligations. (d) Seller shall pending Closing: (i) procure that Purchaser and its advisers will, upon reasonable notice, be allowed access to, and to take copies of, the Share Salebooks and records of the Company including, without limitation, the share register, minute books, leases, licenses, contracts, details of receivables, Tax records, supplier lists and customer lists in the possession or control of the Company; and (ii) act in good faith and consult with Purchaser in relation to all material matters in which Seller is involved in the running of the Company between the date of this Agreement and the Closing Date; and (iii) procure that the Company preserves its assets (save as may be disposed of in the ordinary course of business). For the purposes of this Section 6.2 (d), the word "procure" means Seller using reasonable endeavors and directing that its nominated directors and commissioners on the boards of the Company to vote, subject to their fiduciary duties, accordingly. 41 <PAGE> Section 6.3 Updating of the Seller Disclosure Schedule. (a) From time to time prior to the Pre-Closing Date, Seller shall promptly supplement or amend the disclosures set forth in the Initial Seller Disclosure Schedule (as such disclosures are supplemented or amended from time to time in accordance with the terms hereof) with respect to any matter arising after the delivery thereof pursuant hereto that, if existing at, or occurring on, the date of this Agreement, would have been required to be set forth or described in the Initial Seller Disclosure Schedule. (b) From time to time prior to the Closing. Purchaser shall promptly supplement or amend the disclosures set forth in the Initial Purchaser Disclosure Schedule (as such disclosures are supplemented or amended from time to time in accordance with the terms hereof) with respect to any matter arising after the delivery thereof pursuant hereto that, if existing at, or occurring on, the date of this Agreement, would have been required to be set forth or described in the Initial Purchaser Disclosure Schedule. (c) Each party shall give notice to the other transactions contemplated hereby, Sellers and Buyer will permit authorized representatives party promptly after becoming aware of (i) any event or matter which results or may result in any of the other Party warranties given by it being unfulfilled, untrue, misleading or incorrect in any respect at Closing (ii) the occurrence or non-occurrence of any event whose occurrence or non-occurrence would be likely to cause any condition set forth in Article VII to fail to be present satisfied at each meetingany time from the date hereof to the Closing Date and (iii) any material failure of a party or the Company to comply with or satisfy any covenant, conference condition or telephone call relating agreement to be complied with or satisfied by it hereunder; provided, however, that (x) the delivery of any notice pursuant to this Section shall not limit or otherwise affect the remedies available hereunder to the party receiving such request, inquiry, investigation, Action or Proceeding notice and (y) such notice shall not be reasonably consulted required from and after the time the party to whom such notice is to be given has knowledge of the information required to be included in connection with any document, opinion or proposal made or submitted to any Governmental Authority or other Person in connection with such request, inquiry, investigation, Action or Proceeding.notice. 42 <PAGE> Section 6.4