Common use of Reasonable Best Efforts to Consummate Clause in Contracts

Reasonable Best Efforts to Consummate. (a) Subject to the terms and conditions of this Agreement and except as otherwise required in Section 8.4(d) each of Buyer and the Company Group shall use its reasonable best efforts, to take all actions reasonably necessary to (i) defend against any Proceedings challenging this Agreement or the Related Documents or the consummation of the transactions contemplated hereby or thereby, (ii) seek to have any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition entered or imposed by any court or other Governmental Entity that is not yet final and non-appealable, vacated or reversed, (iii) obtain as promptly as practicable all consents, authorizations, approvals and waivers required in connection with the consummation of the transactions contemplated by this Agreement under Law (including any franchise Law) and (iv) effect all necessary registrations and filings including but not limited to filings under the HSR Act and submissions of information requested by any Governmental Entity. (b) Each of the Corporation, the Sellers’ Representative and Buyer shall as promptly as practicable, but in no event later than five (5) Business Days following the execution and delivery of this Agreement, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form, if any, required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act. Each of the Corporation, the Sellers’ Representative and Buyer shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation Table of Contents of any filing or submission that is necessary under the HSR Act. The Corporation, the Sellers’ Representative and Buyer shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and shall comply promptly with any such inquiry or request with this Section 8.4(b). The Buyer and the Sellers shall share equally in the payment of the filing fees in connection with compliance under this Section 8.4(b). (c) From and after the date hereof, the Company Group shall use reasonable best efforts to obtain any third party consents required under Contracts, including those set forth on Schedule 9.1(j); provided that no member of the Company Group shall, without Buyer’s prior consent, relinquish any material economic right or amend any Contracts in a manner adverse to the Company Group to obtain any such consent. (d) With respect to any required consents under any Real Property Leases listed on Schedule 8.4(d)(i) (the “Required Lease Consents”), the Company Group, the Sellers’ Representative and the Buyer shall follow the procedures set forth on Schedule 8.4(d)(ii). All such payment obligations of the Sellers under this Section 8.4(d) shall be subject to the indemnity provisions of Article XI hereof.

Reasonable Best Efforts to Consummate. (a) Subject to the terms and conditions of this Agreement and except as otherwise required in Section 8.4(d) each of Buyer and the Company Group shall use its reasonable best efforts, to take all actions reasonably necessary to (i) defend against any Proceedings challenging this Agreement or the Related Documents or the consummation of the transactions contemplated hereby or thereby, (ii) seek to have any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition entered or imposed by any court or other Governmental Entity that is not yet final and non-appealable, vacated or reversed, (iii) obtain as promptly as practicable all consents, authorizations, approvals and waivers required in connection with the consummation of the transactions contemplated by this Agreement under Law (including any franchise Law) and (iv) effect all necessary registrations and filings including but not limited to filings under the HSR Act and submissions of information requested by any Governmental Entity. (b) Each of the Corporation, the Sellers’ Representative and Buyer shall as promptly as practicable, but in no event later than five (5) Business Days following the execution and delivery of this Agreement, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form, if any, required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act. Each of the Corporation, the Sellers’ Representative and Buyer shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation Table of Contents of any filing or submission that is necessary under the HSR Act. The Corporation, the Sellers’ Representative and Buyer shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and shall comply promptly with any such inquiry or request with this Section 8.4(b). The Buyer and the Sellers shall share equally in the payment of the filing fees in connection with compliance under this Section 8.4(b). (c) From and after the date hereof, the Company Group shall use reasonable best efforts to obtain any third party consents required under Contracts, including those set forth on Schedule 9.1(j); provided that no member of the Company Group shall, without Buyer’s prior consent, relinquish any material economic right or amend any Contracts in a manner adverse to the Company Group to obtain any such consent. (d) With respect to any required consents under any Real Property Leases listed on Schedule 8.4(d)(i) (the “Required Lease Consents”), the Company Group, the Sellers’ Representative and the Buyer shall follow the procedures set forth on Schedule 8.4(d)(ii). All such payment obligations of the Sellers under this Section 8.4(d) shall be subject to the indemnity provisions of Article XI hereof.