Common use of Efforts Clause in Contracts

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its 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 or otherwise to consummate and make effective the Transactions as promptly as practicable, including (i) the obtaining of all necessary actions or non-actions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods from Governmental Authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Authority, including, without limitation, in connection with any Regulatory Law (all of the foregoing, collectively, the “Governmental Consents”), (ii) the delivery of required notices to, and the obtaining of all necessary consents, approvals or waivers from third parties, and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions; provided that in no event shall the Company or any of the Company Subsidiaries be required to pay prior to the Closing any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the Transactions under any contract or agreement.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable applicable Laws and regulations or otherwise to consummate and make effective the Transactions as promptly as practicableMerger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods from Governmental Authorities Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Authority, including, without limitation, in connection with any Regulatory Law (all of the foregoing, collectively, the “Governmental Consents”)Entity, (ii) the delivery of required notices to, and the obtaining of all necessary consents, approvals or waivers from third parties, and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions; provided that Merger and the other transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. In furtherance and not in no event shall limitation of the foregoing, the Company and Parent agree not to extend any waiting period under the HSR Act or any other applicable foreign or domestic competition, merger control, antitrust or similar Law or enter into any agreement with any Governmental Entity not to consummate the Merger or the other transactions contemplated by this Agreement, except with the prior written consent of the Company Subsidiaries be required to pay prior to the Closing any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the Transactions under any contract or agreementparty.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its all reasonable best efforts to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable applicable Laws and regulations or otherwise to consummate and make effective the Transactions as promptly as practicableMergers and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods periods, including the Galaxy Specified Approvals and the Mars Specified Approvals, from Governmental Authorities Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Authority, including, without limitation, in connection with any Regulatory Law (all of the foregoing, collectively, the “Governmental Consents”)Entity, (ii) the delivery of required notices to, and the obtaining of all necessary consents, approvals or waivers from third parties, and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsMergers and the other transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided provided, however, that in no event shall the Company Galaxy or any of the Company its Subsidiaries, or Mars or any of its Subsidiaries or Holdco be required to pay prior to the Closing Effective Time any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the Transactions transactions contemplated by this Agreement under any contract or agreement.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to dodo promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable applicable Laws and regulations or otherwise to consummate and make effective the Transactions as promptly as practicableMerger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods periods, including the Company Approvals and the Parent Approvals, from Governmental Authorities Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Authority, including, without limitation, in connection with any Regulatory Law (all of the foregoing, collectively, the “Governmental Consents”)Entity, (ii) the delivery of required notices to, and the obtaining of all necessary consents, approvals or waivers from third parties, and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsMerger and the other transactions contemplated hereby and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided provided, however, that in no event shall Parent, Merger Sub, the Company or any of the Company its Subsidiaries be required to pay prior to the Closing Effective Time any fee, penalty penalties or other consideration to any third party for to obtain any consent or approval required for the consummation of the Transactions Merger under any contract or agreementContract.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each Each of the parties hereto shall use its all reasonable best efforts to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable applicable Laws and regulations or otherwise to consummate and make effective the Transactions Merger and the other transactions contemplated by this Agreement as promptly as practicablepracticable after the date hereof and in any event prior to the End Date, including (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, clearances, approvals, orders, non-objections and expirations or terminations of waiting periods periods, including the Specified Approvals and the Parent Approvals, from Governmental Authorities Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Authority, including, without limitation, in connection with any Regulatory Law (all of the foregoing, collectively, the “Governmental Consents”)Entity, (ii) the delivery of required notices to, and the obtaining of all necessary consents, approvals approvals, non-objections or waivers from third parties, and (iii) the defending of any Actions, lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsMerger or the other transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided provided, however, that in no event shall the Company or any of the Company its Subsidiaries be required to pay prior to the Closing Effective Time any fee, penalty or other consideration to any third party for any consent or approval required for or triggered by this Agreement or the consummation of the Transactions transactions contemplated hereby under any contract or agreementagreement or otherwise.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its all commercially reasonable best efforts to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under Applicable applicable Laws and regulations or otherwise to consummate and make effective the Transactions as promptly as practicableMerger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods periods, including the Specified Approvals and the Parent Approvals, from Governmental Authorities Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Authority, including, without limitation, in connection with any Regulatory Law (all of the foregoing, collectively, the “Governmental Consents”)Entity, (ii) the delivery of required notices to, and the obtaining of all necessary consents, approvals or waivers from third parties, and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsMerger and the other transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided provided, however, that in no event shall the Company or any of the Company its Subsidiaries be required to pay prior to the Closing Effective Time any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the Transactions transactions contemplated by this Agreement under any contract or agreement.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable applicable Laws and regulations or otherwise to consummate and make effective the Transactions as promptly as practicableMerger and the other Transactions, including (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods periods, from Governmental Authorities Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Authority, including, without limitation, in connection with any Regulatory Law (all of the foregoing, collectively, the “Governmental Consents”)Entity, (ii) the delivery of required notices to, and the obtaining of all necessary consents, approvals or waivers from third parties, and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other Transactions and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions; provided provided, however, that in no event shall the Company Company, Parent or any of the Company their respective Subsidiaries be required to pay prior to the Closing any fee, penalty or other consideration to any third party (other than, with respect to Parent and Merger Sub, any filing fees, to any Governmental Entity) for any consent or approval required for the consummation of the Transactions under any contract or agreement.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or to cause to be taken, all actions, and to dodo promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Laws and regulations or otherwise to consummate and make effective the Transactions as promptly as practicableMerger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, clearances, consents and approvals, including the Company Approvals and expirations or terminations of waiting periods the Parent Approvals, from Governmental Authorities Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, including, without limitation, in connection with any Regulatory Law (all of the foregoing, collectively, the “Governmental Consents”)Entity, (ii) the delivery of required notices to, and the obtaining of all necessary consents, approvals or waivers from third parties, and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided provided, however, that in no event shall the Company or any of the Company its Subsidiaries be required to pay prior to the Closing Effective Time any fee, penalty penalties or other consideration to any third party for to obtain any consent or approval required for the consummation of the Transactions Merger under any contract Contract (other than de minimis amounts or agreementif Parent and Merger Sub have provided adequate assurance of repayment).

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable applicable Laws and regulations or otherwise to consummate and make effective the Transactions as promptly as practicableMerger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods periods, including the Specified Approvals and the Parent Approvals, from Governmental Authorities Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Authority, including, without limitation, in connection with any Regulatory Law (all of the foregoing, collectively, the “Governmental Consents”)Entity, (ii) the delivery of required notices to, and the obtaining of all necessary consents, approvals or waivers from third parties, and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsMerger and the other transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided provided, however, that in no event shall the Company or Company, any of the Company Subsidiaries its Subsidiaries, or, subject to Section 6.12 and related provisions, Parent or Merger Sub be required to pay prior to the Closing any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the Transactions transactions contemplated by this Agreement under any contract Contract or agreement.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable applicable Laws and regulations or otherwise to consummate and make effective the Transactions as promptly as practicableMerger and the other Transactions, including (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods periods, including the Specified Approvals and the Parent Approvals, from Governmental Authorities Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Authority, including, without limitation, in connection with any Regulatory Law (all of the foregoing, collectively, the “Governmental Consents”)Entity, (ii) the delivery of required notices to, and the obtaining of all necessary consents, approvals or waivers from third parties, and (iii) the defending execution and delivery of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of additional instruments necessary to consummate the Transactions; provided provided, however, that in no event shall Parent, the Company Company, or any of the Company their respective Subsidiaries be required to pay prior to the Closing Effective Time any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the Transactions under any contract Contract or agreement.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to dodo promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable applicable Laws and regulations or otherwise to consummate and make effective the Transactions as promptly as practicableMerger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods periods, including the Company Approvals and the Parent Approvals, from Governmental Authorities Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Authority, including, without limitation, in connection with any Regulatory Law (all of the foregoing, collectively, the “Governmental Consents”)Entity, (ii) the delivery of required notices to, and the obtaining of all necessary consents, approvals or waivers from third parties, and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsMerger and the other transactions contemplated hereby and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided PROVIDED, HOWEVER, that in no event shall Parent, Merger Sub, the Company or any of the Company its Subsidiaries be required to pay prior to the Closing Effective Time any fee, penalty penalties or other consideration to any third party for to obtain any consent or approval required for the consummation of the Transactions Merger under any contract or agreementContract.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto Parties shall use its all commercially reasonable best efforts to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable applicable Laws and regulations or otherwise to consummate and make effective the Transactions as promptly as practicableMergers and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods periods, including the Vowel Specified Approvals and the Consonant Specified Approvals, from Governmental Authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Authority, including, without limitation, in connection with any Regulatory Law (all of the foregoing, collectively, the “Governmental Consents”), (ii) the delivery of required notices to, and the obtaining of all necessary consents, approvals or waivers from third parties, and (iii) the defending execution and delivery of any lawsuits or other legal proceedingsadditional instruments necessary to consummate the transactions contemplated by this Agreement; provided, whether judicial or administrativehowever, challenging that, except as otherwise expressly provided in this Agreement or the consummation of the Transactions; provided that Agreement, in no event shall the Company Vowel or any of the Company its Subsidiaries, or Consonant or any of its Subsidiaries or Holdco be required to pay prior to the Closing Effective Time any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the Transactions transactions contemplated by this Agreement under any contract or agreementagreement in excess of $500,000.

Efforts. (a) Subject to the terms and conditions set forth in hereof (including the remainder of this AgreementSection 3.1) and the other Transaction Documents, each of the parties hereto party shall use its reasonable best efforts to take, or cause to be taken, all actions, 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 desirable under Applicable Laws Law to carry out the provisions hereof and regulations or otherwise thereof and give effect to consummate the transactions contemplated hereby and make effective the Transactions as promptly as practicable, including (i) the obtaining of all necessary actions or non-actions, waivers, consents, clearances, approvals, thereby. In furtherance and expirations or terminations of waiting periods from Governmental Authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Authority, including, without limitation, not in connection with any Regulatory Law (all limitation of the foregoing, collectivelyeach of the parties shall (i) subject to the provisions of this Section 3.1, the “Governmental Consents”including Section 3.1(d), use its reasonable best efforts to obtain as promptly as practicable and advisable (as determined in good faith by Amazon in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents, which, for the avoidance of doubt, shall include providing, as promptly as practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the delivery of required notices toother party in promptly seeking to obtain all such exemptions, authorizations, consents or approvals and the obtaining of to make all necessary consentssuch filings and give such notices; provided, approvals that nothing in this Section 3.1(a) shall require either party to expend any money, bring any claim, action or waivers from third parties, and proceeding or offer or grant any accommodation (iiifinancial or otherwise) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions; provided that in no event shall the Company or any of the Company Subsidiaries be required to pay prior to the Closing any fee, penalty or other consideration to any third party for to obtain any consent such exemptions, authorizations, consents or approval required for approvals or to make any such filings or notices (other than the consummation payment of the Transactions under any contract or agreementcustomary fees and expenses).

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto Each party shall use its commercially reasonable best efforts to (i) take, or cause to be taken, all actionsappropriate action, 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 Law or otherwise to promptly consummate and make effective the Transactions transactions contemplated by this Agreement, (ii) obtain all Governmental Approvals and third party consents or approvals that are or may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement and (iii) fulfill all conditions to such party’s obligations under this Agreement as promptly as practicable, including (i) . Each party shall cooperate fully with the obtaining of all necessary actions or non-actions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods from Governmental Authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary other party to this Agreement in promptly seeking to obtain an approval, clearance all such Governmental Approvals and third party consents or waiver from, approvals. Notwithstanding the foregoing or anything to avoid an action or proceeding by, any Governmental Authority, including, without limitationthe contrary set forth in this Agreement, in connection with obtaining any Regulatory Law (all of the foregoing, collectively, (x) no party to this Agreement shall be required to commence any Action or agree to material modifications of the “Governmental Consents”), (ii) the delivery terms and conditions of required notices to, and the obtaining any agreements with third parties or concede any other items of all necessary consents, approvals or waivers from third parties, value and (iiiy) neither Purchaser nor any of its Affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to Orders providing for the defending sale, license (whether pursuant to an exclusive or nonexclusive license) or other disposition or holding separate (through the establishment of a trust or otherwise) of any lawsuits assets or other legal proceedings, whether judicial categories of assets of Purchaser or administrative, challenging this Agreement or any of its Affiliates as a result of the consummation of the Transactions; provided Acquisition. The parties shall not take any action that in no event shall is reasonably likely to have the Company effect of unreasonably delaying, impairing or impeding the receipt of any of the Company Subsidiaries be required to pay prior to the Closing any fee, penalty Governmental Approvals or other consideration to any third party for any consent consents or approval required for the consummation of the Transactions under any contract or agreementapprovals.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto to this Agreement shall use its reasonable best efforts to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable applicable Laws and regulations or otherwise to consummate and make effective the Transactions as promptly as practicableMerger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods periods, including the Specified Approvals and the Parent Approvals, from Governmental Authorities Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Authority, including, without limitation, in connection with any Regulatory Law (all of the foregoing, collectively, the “Governmental Consents”)Entity, (ii) the delivery of required notices to, and the obtaining of all necessary consents, approvals or waivers from third partiesparties required to be obtained in connection with the Merger, and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsMerger and the other transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided provided, however, that in no event shall Parent, the Company Company, or any of the Company their respective Subsidiaries be required to pay prior to the Closing Effective Time any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the Transactions transactions contemplated by this Agreement under any contract Contract or agreement.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto to this Agreement shall use its reasonable best efforts to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable applicable Laws and regulations or otherwise to consummate and make effective the Transactions as promptly as practicableMerger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods periods, including the Specified Approvals and the Parent Approvals, from Governmental Authorities Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Authority, including, without limitation, in connection with any Regulatory Law (all of the foregoing, collectively, the “Governmental Consents”)Entity, (ii) the delivery of required notices to, and the obtaining of all necessary consents, approvals or waivers from third partiesparties required to be obtained in connection with the Merger, and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsMerger and the other transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided provided, however, that in no event shall the Company Parent, Company, or any of the Company their respective Subsidiaries or Joint Ventures be required to pay prior to the Closing Effective Time any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the Transactions transactions contemplated by this Agreement under any contract Contract or agreement.