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

Reasonable Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement and applicable law, each of the parties shall act in good faith and use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall (and shall cause their respective Subsidiaries, and use reasonable best efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) (i) consult and cooperate with and provide assistance to each other in the preparation of the Offer Documents and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary in connection with the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; and (iii) provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any of the foregoing. Prior to making any application to or filing with a Governmental Entity or other entity in connection with this Agreement, each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.

Reasonable Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement set forth herein, and to applicable lawLaws, each of during the parties Pre-Closing Period, the Parties shall act in good faith cooperate and use their respective reasonable best efforts to take, or cause to be taken, all actionsappropriate action (including executing and delivering any documents, certificates, instruments and other papers that are necessary for the consummation of the transactions contemplated hereby), and to do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement as soon as practicable. Without limiting hereby and the foregoing, the parties Group Companies shall (and shall cause their respective Subsidiaries, and use reasonable best efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) (i) consult and cooperate with and provide assistance to each other in the preparation of the Offer Documents and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions byefforts, and give each SPAC Party shall cooperate in all necessary notices toreasonable respects with the Group Companies, to solicit and make all filings with and applications and submissions to, obtain any Governmental Entity or other Person necessary consents of any Persons that may be required in connection with the consummation Transactions prior to the Closing; provided, however, that other than any fees payable in connection with Notification and Report Forms required pursuant to the HSR Act, no Party or any of its Affiliates shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such consent may be required (unless such payment is required in accordance with the terms of the relevant Contract requiring such consent). Subject to the terms set forth herein, each Party shall take such further actions (including the execution and delivery of such further instruments and documents) as reasonably requested by any other Party to effect, consummate, confirm or evidence the transactions contemplated by this Agreement as soon as reasonably practicable; hereby and (iii) provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any carry out the purposes of the foregoing. Prior to making any application to or filing with a Governmental Entity or other entity in connection with this Agreement, each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.

Reasonable Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement set forth herein, and to applicable lawLaws, each of during the parties Pre-Closing Period, the Parties shall act in good faith cooperate and use their respective reasonable best efforts to take, or cause to be taken, all actionsappropriate action (including executing and delivering any documents, certificates, instruments and other papers that are necessary for the consummation of the transactions contemplated hereby), and to do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall (and shall cause their respective Subsidiarieshereby, and the Group Companies shall use reasonable best efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) (i) consult and cooperate with and provide assistance to each other in the preparation of the Offer Documents and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions byefforts, and give the SPAC shall cooperate in all necessary notices toreasonable respects with the Group Companies, to solicit and make all filings with and applications and submissions to, obtain any Governmental Entity or other Person necessary consents of any Persons that may be required in connection with the consummation Transactions prior to the Closing; provided, however, that no Party or any of its Affiliates shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such consent may be required (unless such payment is required in accordance with the terms of the relevant Contract requiring such consent). Subject to the terms set forth herein, each Party shall take such further actions (including the execution and delivery of such further instruments and documents) as reasonably requested by any other Party to effect, consummate, confirm or evidence the transactions contemplated by this Agreement as soon as reasonably practicable; hereby and (iii) provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any carry out the purposes of the foregoing. Prior to making any application to or filing with a Governmental Entity or other entity in connection with this Agreement, each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.

Reasonable Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement Agreement, the Buyer, the Company and applicable law, each of the parties Securityholders shall act in good faith and use their commercially reasonable best efforts to take, or cause to be taken, all actions, and actions necessary or desirable to do, or cause the conditions set forth in Article 9 to be done, all things necessary, proper or advisable to consummate satisfied and make effective the transactions contemplated by this Agreement to be consummated, in each case as soon promptly after the date hereof as practicable. Without limiting Except as otherwise expressly set forth in this Agreement, neither the foregoingSecurityholders nor the Company on the one hand, nor the Buyer on the other hand, shall have any obligation to pay any amounts or incur any liability or obligation to any third party as a condition or inducement for obtaining any consents described on Schedule 9.01(c) hereto. Each of the Securityholders, the parties shall (Company and shall cause their respective Subsidiariesthe Buyer agree to execute and deliver such other documents, certificates, agreements and use reasonable best efforts other writings and to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) (i) consult and cooperate with and provide assistance take such other actions as may be reasonably necessary or desirable in order to each other in the preparation of the Offer Documents and all necessary amendments consummate or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary in connection with the consummation of implement expeditiously the transactions contemplated by this Agreement Agreement. From time to time, as soon as reasonably practicable; and (iii) provide 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 information concerning documents and instruments and shall take, or cause to be taken, all such party, its Subsidiaries and its officers, directors, employees, partners and affiliates further or other actions as such other party may be reasonably deem necessary or reasonably requested in connection with any of desirable to evidence and effectuate the foregoing. Prior to making any application to or filing with a Governmental Entity or other entity in connection with transactions contemplated by this Agreement, each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.

Reasonable Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement and applicable lawAgreement, each of the parties shall act in good faith and hereto will use its reasonable best efforts to (i) take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Initial Offer, any Subsequent Offer, the Merger and make effective the other transactions contemplated by this Agreement as soon as practicable. Without limiting practicable after the foregoing, the parties shall (date hereof and shall cause their respective Subsidiaries, and use reasonable best efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) (i) consult and cooperate with and provide assistance to each other in the preparation of the Offer Documents and all necessary amendments or supplements thereto; (ii) obtain and maintain all approvals, consents, approvals, waivers, licensesregistrations, permits, authorizations, registrations, qualifications or clearances and other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, confirmations required to be obtained from any third party and/or any Governmental Entity that are necessary, proper or other Person necessary in connection with advisable to consummate the consummation of Initial Offer, the Subsequent Offer, the Merger and the transactions contemplated by this Agreement as soon as reasonably practicable; hereby (each a "Required Approval"). In furtherance and (iii) provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested not in connection with any limitation of the foregoing. Prior to making any application to or filing with a Governmental Entity or other entity in connection with this Agreement, each party hereto agrees to make as promptly as practicable, to the extent it has not already done so, (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby (which filing shall provide be made in any event within ten business days of the date hereof), (ii) all necessary filings with other party with drafts thereof and afford the other party a reasonable opportunity Governmental Entities relating to comment on such drafts.the

Reasonable Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement and applicable law, each of the parties shall act in good faith and use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall (and shall cause their respective Subsidiariessubsidiaries, and use reasonable best efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) (i) consult and fully cooperate with and provide assistance to each other in (i) the preparation and filing with the SEC of the Offer Documents Documents, the Schedule 14D-9, the preliminary Proxy Statement, the Proxy Statement and the Registration Statement and all necessary amendments or supplements thereto; (ii) obtain all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, to and make all necessary filings with and applications and submissions to, any Governmental Entity or other Person necessary in connection with the consummation of the transactions contemplated by this Agreement as soon as reasonably practicablepracticable after filing; and (iii) provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any of the foregoing. Prior to making any application to or filing with a Governmental Entity or other entity in connection with this AgreementAgreement (other than filing under the HSR Act), each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.

Reasonable Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement set forth herein, and to applicable lawLaws, each of during the parties Pre-Closing Period, the Parties shall act in good faith cooperate and use their respective reasonable best efforts to take, or cause to be taken, all actionsappropriate action (including executing and delivering any documents, certificates, instruments and other papers that are necessary for the consummation of the transactions contemplated hereby), and to do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement as soon as practicable. Without limiting hereby and the foregoing, Blockers and the parties Group Companies shall (and shall cause their respective Subsidiaries, and use reasonable best efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) (i) consult and cooperate with and provide assistance to each other in the preparation of the Offer Documents and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions byefforts, and give the Buyer shall cooperate in all necessary notices toreasonable respects with the Group Companies, to solicit and make all filings with and applications and submissions to, obtain any Governmental Entity or other Person necessary consents of any Persons that may be required in connection with the consummation transactions contemplated hereby or by the Ancillary Agreements prior to the Closing; provided, however, that other than any fees payable in connection with Notification and Report Forms required pursuant to the HSR Act, no Party or any of their Affiliates shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such consent may be required (unless such payment is required in accordance with the terms of the relevant Contract requiring such consent). Subject to the terms set forth herein, each Party shall take such further actions (including the execution and delivery of such further instruments and documents) as reasonably requested by any other Party to effect, consummate, confirm or evidence the transactions contemplated by this Agreement as soon as reasonably practicable; hereby and (iii) provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any carry out the purposes of the foregoing. Prior to making any application to or filing with a Governmental Entity or other entity in connection with this Agreement, each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.

Reasonable Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement Agreement, the Company and applicable law, each of the parties Parent shall act in good faith and use reasonable best efforts to take, or cause to be takentaken (including by their respective Affiliates), all actions, actions and to do, or cause to be donedone (including by their respective Affiliates), all things necessary, proper or advisable desirable under Applicable Law to consummate the transactions contemplated by this Agreement and make effective the other Transaction Documents as promptly as practicable, including (i) cooperating with each other in determining whether any applications, notices, registrations, approvals, filings, consents, permits, authorizations, requests or other confirmations are necessary or desirable to be filed or made with any Governmental Authority or any third party in connection with the transactions contemplated by this Agreement as soon promptly as practicable. Without limiting the foregoing, the parties shall (and shall cause their respective Subsidiaries, and use reasonable best efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) (i) consult and cooperate with and provide assistance to each other in the preparation of the Offer Documents and all necessary amendments or supplements thereto; (ii) obtain preparing and filing as promptly as practicable with any Governmental Authority or other third party all consentsdocumentation to effect all necessary and desirable filings, approvalsnotices, waiverspetitions, licenses, permits, authorizationsstatements, registrations, qualifications or other permissions or actions bysubmissions of information, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary in connection with the consummation of documents to consummate the transactions contemplated by this Agreement as soon promptly as reasonably practicable; practicable and (iii) provide obtaining and maintaining all such information concerning such partyapplications, its Subsidiaries notices, filings, approvals, consents, registrations, permits, authorizations, requests and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with other confirmations from any of the foregoing. Prior to making any application to or filing with a Governmental Entity Authority or other entity in connection with third party that are necessary to consummate the transactions contemplated by this Agreement, each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such draftsAgreement as promptly as practicable.

Reasonable Best Efforts; Further Assurances. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement and applicable lawAgreement, each of the parties party hereto shall act in good faith and 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 party or parties in doing, all things necessary, proper or advisable to consummate and make effective effective, the Merger and the other transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall hereby (and shall cause their respective Subsidiariesincluding Section 6.2(g) hereof), and use reasonable best efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) (i) consult and cooperate with and provide assistance to each other in by the preparation of the Offer Documents and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary in connection with the consummation of the transactions contemplated by this Option Agreement as soon as reasonably practicable after the date hereof. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable; , obtain all Approvals (including those referred to in Sections 2.6(a) and (iii2.6(b) provide of the Company Disclosure Schedule), and the Company and Parent shall make all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested filings under applicable Law required in connection with any the authorization, execution and delivery of this Agreement and the Option Agreement by the Company and Parent and the consummation by them of the foregoing. Prior to making any application to or filing with a Governmental Entity or other entity transactions contemplated hereby and thereby, including the Merger (in connection with this Agreementwhich Parent and the Company will cooperate with each other in connection with the making of all such filings, each including providing copies of all such documents to the non-filing party shall provide and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith) or (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.Law or any applicable Regulations of any Governmental

Reasonable Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement set forth herein, and to applicable lawLaws, each of during the parties Pre-Closing Period, the Parties shall act in good faith cooperate and use their respective reasonable best efforts to take, or cause to be taken, all actionsappropriate action (including executing and delivering any documents, certificates, instruments and other papers that are necessary for the consummation of the transactions contemplated hereby), and to do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement as soon as practicable. Without limiting hereby and the foregoing, the parties Group Companies shall (and shall cause their respective Subsidiaries, and use reasonable best efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) (i) consult and cooperate with and provide assistance to each other in the preparation of the Offer Documents and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions byefforts, and give the Buyer shall cooperate in all necessary notices toreasonable respects with the Group Companies, to solicit and make all filings with and applications and submissions to, obtain any Governmental Entity or other Person necessary consents of any Persons that may be required in connection with the consummation transactions contemplated hereby or by the Ancillary Agreements prior to the Closing; provided, however, that other than any fees payable in connection with Notification and Report Forms required pursuant to the HSR Act, no Party or any of their Affiliates shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such consent may be required (unless such payment is required in accordance with the terms of the relevant Contract requiring such consent). Subject to the terms set forth herein, each Party shall take such further actions (including the execution and delivery of such further instruments and documents) as reasonably requested by any other Party to effect, consummate, confirm or evidence the transactions contemplated by this Agreement as soon as reasonably practicable; hereby and (iii) provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any carry out the purposes of the foregoing. Prior to making any application to or filing with a Governmental Entity or other entity in connection with this Agreement, each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.

Reasonable Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement set forth herein, and to applicable lawLaws, each of during the parties Pre-Closing Period, the Parties shall act in good faith cooperate and use their respective reasonable best efforts to take, or cause to be taken, all actionsappropriate action (including executing and delivering any documents, certificates, instruments and other papers that are necessary for the consummation of the transactions contemplated hereby), and to do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement as soon as practicable. Without limiting hereby and the foregoing, the parties Group Companies shall (and shall cause their respective Subsidiaries, and use reasonable best efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) (i) consult and cooperate with and provide assistance to each other in the preparation of the Offer Documents and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions byefforts, and give the Buyer shall cooperate in all necessary notices toreasonable respects with the Group Companies, to solicit and make all filings with and applications and submissions to, obtain any Governmental Entity or other Person necessary consents of any Persons that may be required in connection with the consummation transactions contemplated hereby, by the Aria Agreement or by the Ancillary Agreements prior to the Closing; provided, however, that other than any fees payable in connection with Notification and Report Forms required pursuant to the HSR Act, no Party or any of their Affiliates shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such consent may be required (unless such payment is required in accordance with the terms of the relevant Contract requiring such consent). Subject to the terms set forth herein, each Party shall take such further actions (including the execution and delivery of such further instruments and documents) as reasonably requested by any other Party to effect, consummate, confirm or evidence the transactions contemplated by this Agreement as soon as reasonably practicable; hereby and (iii) provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any carry out the purposes of the foregoing. Prior to making any application to or filing with a Governmental Entity or other entity in connection with this Agreement, each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.

Reasonable Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement set forth herein, and to applicable lawLaws, each of during the parties Pre-Closing Period, the Parties shall act in good faith cooperate and use their respective reasonable best efforts to take, or cause to be taken, all actionsappropriate action (including executing and delivering any documents, certificates, instruments and other papers that are necessary for the consummation of the transactions contemplated hereby), and to do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement as soon as practicable. Without limiting hereby and the foregoing, the parties Group Companies shall (and shall cause their respective Subsidiaries, and use reasonable best efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) (i) consult and cooperate with and provide assistance to each other in the preparation of the Offer Documents and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions byefforts, and give the Buyer shall cooperate in all necessary notices toreasonable respects with the Group Companies, to solicit and make all filings with and applications and submissions to, obtain any Governmental Entity or other Person necessary consents of any Persons that may be required in connection with the consummation transactions contemplated hereby, by the Archaea Agreement or by the Ancillary Agreements prior to the Closing; provided, however, that other than any fees payable in connection with Notification and Report Forms required pursuant to the HSR Act, no Party or any of their Affiliates shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such consent may be required (unless such payment is required in accordance with the terms of the relevant Contract requiring such consent). Subject to the terms set forth herein, each Party shall take such further actions (including the execution and delivery of such further instruments and documents) as reasonably requested by any other Party to effect, consummate, confirm or evidence the transactions contemplated by this Agreement as soon as reasonably practicable; hereby and (iii) provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any carry out the purposes of the foregoing. Prior to making any application to or filing with a Governmental Entity or other entity in connection with this Agreement, each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.