Common use of Reasonable Best Efforts; Further Assurances Clause in Contracts

Reasonable Best Efforts; Further Assurances. Subject to the terms and conditions hereof, including the specific requirements set forth in Section 5.11, Buyer and Sellers will use their respective reasonable best efforts to take, or cause to be taken (including by causing any Affiliates to take actions), all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws to consummate the Contemplated Transactions, including (a) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all registrations, filings, applications and notices that are necessary, proper or advisable to consummate the Contemplated Transactions; and (b) obtaining and maintaining all consents, approvals or waivers from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the Contemplated Transactions. Sellers and Buyer agree to (and Sellers, prior to the Closing, agrees to cause the Company and its Subsidiaries to, and Buyer, after the Closing, agrees to cause the Company and its Subsidiaries to) execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the Contemplated Transactions.

Reasonable Best Efforts; Further Assurances. Subject to the terms and conditions hereofof this Agreement, including the specific requirements set forth in Section 5.11, Buyer and the Sellers will shall use their respective reasonable best efforts to take, or cause to be taken (including by causing any Affiliates to take actions)taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws to consummate cause the Contemplated Transactionsconditions set forth in ARTICLE 9 to be satisfied and the transactions contemplated by this Agreement to be consummated, including (a) preparing and filing in each case as promptly after the date hereof as practicable with practicable. Except as otherwise expressly set forth in this Agreement, neither the Sellers nor the Company on the one hand, nor the Buyer on the other hand, shall have any Governmental Authority obligation to pay any material amounts or other Third Party all documentation incur any material liability or obligation to effect all registrationsany third party as a condition or inducement for obtaining any consents described on Schedule 9.01(e). Each of the Sellers, filings, applications the Company and notices that are necessary, proper or advisable to consummate the Contemplated Transactions; and (b) obtaining and maintaining all consents, approvals or waivers from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the Contemplated Transactions. Sellers and Buyer agree to (and Sellers, prior to the Closing, agrees to cause the Company and its Subsidiaries to, and Buyer, after the Closing, agrees to cause the Company and its Subsidiaries to) execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the Contemplated Transactionstransactions contemplated by this Agreement. From time to time, as and when requested by any party hereto and at such party’s expense, any other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other party may reasonably deem necessary or desirable to evidence and effectuate the transactions contemplated by this Agreement.

Reasonable Best Efforts; Further Assurances. (a) Subject to the terms and conditions hereofof this Agreement, including the specific requirements set forth in this Section 5.116.09, Buyer and Sellers Seller will use their respective reasonable best efforts to take, or cause to be taken (including by causing any Affiliates to take actions), all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws to consummate the Contemplated Transactions, including (ai) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all registrations, filings, applications and notices that are necessary, proper or advisable to consummate the Contemplated Transactions; and (bii) obtaining and maintaining all consents, approvals or waivers from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the Contemplated Transactions. Sellers Seller, Buyer and Buyer the Company agree to (and Sellersthe Company, prior to the Closing, agrees to cause the Company and its Subsidiaries to, and Buyer, after the Closing, agrees to cause the Company and its Subsidiaries to) execute and deliver such other documents, certificates, agreements and other writings and to take such other actions reasonably requested by the other Parties as may be necessary or desirable in order to consummate or implement expeditiously the Contemplated TransactionsTransactions on the terms set forth herein, including submitting a “Material Change Notification” to the U.S. State Department, Directorate of Defense Trade Controls within five days of the Closing to the extent required pursuant to International Traffic in Arms Regulations § 122.4(a).

Reasonable Best Efforts; Further Assurances. (a) Subject to the terms and conditions hereofof this Agreement, including the specific requirements set forth in Section 5.11each of Parent, Buyer and Sellers will Seller will, and Seller shall cause the Purchased Subsidiary to, use their respective its reasonable best efforts to take, or cause to be taken (including by causing any Affiliates to take actions)taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable Applicable Laws to consummate the Contemplated Transactionstransactions contemplated by this Agreement, including (ai) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, filingssubmissions of information, applications and notices other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the Contemplated Transactions; and (b) obtaining and maintaining all consentstransactions contemplated by this Agreement. Seller, approvals or waivers from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the Contemplated Transactions. Sellers Parent and Buyer agree to (and Sellers, prior to the Closing, agrees to cause the Company and its Subsidiaries to, and Buyer, after the Closing, agrees to Seller shall cause the Company and its Subsidiaries Purchased Subsidiary to) , execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the Contemplated Transactionstransactions contemplated by this Agreement and to vest in Buyer ownership of the Purchased Subsidiary Interests and good and marketable title to the other Purchased Assets.

Reasonable Best Efforts; Further Assurances. (a) Subject to the terms and conditions hereof, including the specific requirements set forth in Section 5.11of this Agreement, Buyer and Sellers Seller will use their respective reasonable best efforts to take, or cause to be taken (including by causing any Affiliates to take actionstheir respective Affiliates), all actions and to do, or cause to be donedone (including by their respective Affiliates), all things necessary or desirable under applicable Applicable Laws to consummate the Contemplated Transactionstransactions contemplated by this Agreement, including (ai) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, filingssubmissions of information, applications and notices other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the Contemplated Transactions; and (b) obtaining and maintaining all consents, approvals or waivers from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the Contemplated Transactionstransactions contemplated by this Agreement. Sellers Seller and Buyer agree to (agree, and SellersSeller, prior to the Closing, agrees to cause the Company and its Subsidiaries to, and Buyer, after the Closing, agrees agree to cause the Company and its Subsidiaries to) each Subsidiary, to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the Contemplated Transactionstransactions contemplated by this Agreement.