Common use of Reasonable Efforts; Further Assurances Clause in Contracts

Reasonable Efforts; Further Assurances. From and after the Closing Date, upon the terms and subject to the conditions hereof, the Contributing Parties, through the Contributors’ Representatives and without the need for further approval or action on the part of the Contributing Parties, as applicable, shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable. Without limiting the foregoing but subject to the other terms of this Agreement, the Represented Contributors agree that, the Contributors’ Representatives shall be permitted, from time to time, whether before, at or after the Closing Date, without the need for further approval or action on the part of the Represented Contributors, to execute and deliver, or cause to be executed and delivered, in each case on behalf of each Represented Contributor, such instruments of assignment, transfer, conveyance, endorsement, direction or authorization as may be necessary to consummate and make effective the transactions contemplated by this Agreement; provided, however, that said instruments of assignment, transfer, conveyance, direction or authorization shall not increase any obligation or liability of any such Represented Contributor or be inconsistent with the terms and conditions of this Agreement. After the Closing, the Contributors’ Representatives and the Non-Represented Contributors shall use reasonable efforts to obtain any approvals or consents or assist in any filings required in connection with the transactions contemplated by this Agreement or the Transaction Documents that are requested by the MLP and that have not been previously obtained or made.

Reasonable Efforts; Further Assurances. From and after the Closing Date, upon (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of UMC, the Contributing Parties, through the Contributors’ Representatives Company and without the need for further approval or action on the part of the Contributing Parties, as applicable, Best Elite shall use its commercially reasonable efforts to take, or cause to be taken, all appropriate actionactions, and to do 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 under applicable Laws to consummate and make effective effective, in an expeditious manner, the Merger and the other transactions contemplated by this Agreement hereby. Each of the UMC, the Company and Best Elite shall use its commercially reasonable efforts to (i) as promptly as practicable. Without limiting the foregoing but subject , obtain all Approvals (including those referred to the other terms of this Agreementin Sections 2.5(a), the Represented Contributors agree that, the Contributors’ Representatives shall be permitted, from time to time, whether before, at or after the Closing Date, without the need for further approval or action on the part 2.5(b) and 3.5(b) and set forth in Sections 2.5(a) and 2.5(b) of the Represented Contributors, to execute Company Disclosure Schedule and deliver, or cause to be executed and delivered, in each case on behalf Section 3.5(b) of each Represented Contributor, such instruments of assignment, transfer, conveyance, endorsement, direction or authorization as may be the UMC Disclosure Schedule) necessary to consummate and make effective the transactions contemplated by this Agreement; provided, however(ii) make all filings required under applicable Law, that said instruments of assignment, transfer, conveyance, direction or authorization shall not increase any obligation or liability of any such Represented Contributor or be inconsistent required in connection with the terms authorization, execution and conditions delivery of this Agreement. After Agreement by the ClosingCompany, the Contributors’ Representatives Best Elite and UMC and the Non-Represented Contributors shall use reasonable efforts consummation by them of the transactions contemplated hereby, including the Merger and filing of applications with Governmental Authorities by the holders of Best Elite Ordinary Shares, Series A-1 Preferred, Series B Preferred and Series B-1 Preferred in connection with their receipt of their respective considerations to obtain be funded from the Merger Consideration, (iii) furnish all information required for any approvals application or consents or assist in other filing to be made pursuant to any filings required applicable Law in connection with the transactions contemplated by this Agreement Agreement, and (iv) obtain the expiration or termination of any applicable waiting period and any required clearances under any applicable Laws; provided, however, that notwithstanding anything herein to the contrary, neither UMC nor any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Subsidiaries) shall be under any obligation to, nor, without UMC’s prior written consent, shall Best Elite, the Company or any of their respective Subsidiaries, (A) make proposals, execute, agree or consent to or carry out agreements or voluntarily submit to Orders (1) providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of UMC, any of its Affiliates, including its Subsidiaries, the Company or its Subsidiaries, which assets or categories of assets, in the aggregate, would reasonably be deemed as material to the business of either UMC and its Subsidiaries taken as a whole or the Transaction Documents that are Company and its Subsidiaries taken as a whole, or the holding separate of any capital share of any such Person, or imposing or seeking to impose any limitation on the ability of UMC or any of its Affiliates to own such assets or to acquire, hold or exercise full rights of ownership of capital share of the Company or its Subsidiaries, or (2) imposing or seeking to impose (x) any limitation whatsoever on the business activities of UMC or any of its Affiliates (other than the Company and its Subsidiaries) or (y) any limitation on the business activities of the Company or its Subsidiaries which, in the reasonable judgment of UMC, might result in a limitation of the benefit expected to be derived by UMC as a result of the transactions contemplated hereby or might adversely affect UMC or any of UMC’s Affiliates, including its Subsidiaries and the Company and its Subsidiaries or (B) otherwise take any step to avoid or eliminate any impediment which may be asserted or requested under any Law. No party hereto will knowingly take any action which results in any of the representations or warranties made by such party pursuant to Articles II or III, as the MLP and that have not been previously obtained case may be, becoming untrue or madeinaccurate in any material respect.

Reasonable Efforts; Further Assurances. From and after the Closing Date, upon (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, the Contributing Parties, through the Contributors’ Representatives and without the need for further approval or action on the part each of the Contributing Parties, as applicable, shall parties hereto will use all commercially reasonable efforts to take, or cause to be taken, all appropriate actionactions, and to do do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly expeditiously as practicablepracticable and to ensure that the conditions set forth in Article VII are satisfied, insofar as such matters are within the control of any of them, including making the requisite filings pursuant to the HSR Act and other applicable competition Laws. Without limiting the foregoing but subject to the other terms of this Agreement, the Represented Contributors agree that, the Contributors’ Representatives shall be permitted, from time to time, whether before, at or after the Closing Date, without the need for further approval or action on the part generality of the Represented Contributorsforegoing, to execute (A) each of the Company and deliver, or cause to be executed Buyer shall promptly file any Notification and delivered, in each case on behalf of each Represented Contributor, such instruments of assignment, transfer, conveyance, endorsement, direction or authorization as Report Forms and related material that it may be necessary required to consummate file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, shall use its commercially reasonable efforts to obtain an early termination of the applicable waiting period, and shall make effective the transactions contemplated by this Agreementany further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided, however, that said instruments of assignmentnotwithstanding anything to the contrary contained in this Agreement, transfer, conveyance, direction or authorization Buyer shall not increase be obligated to sell or dispose of or hold separately (through a trust or otherwise) any obligation assets or liability businesses of any such Represented Contributor the Buyer or be inconsistent with the terms its Affiliates, and conditions of this Agreement. After the Closing(B) subject to Section 6.2, the Contributors’ Representatives Company and the Non-Represented Contributors Principal Stockholder, on the one hand, and Buyer and Merger Sub, on the other hand, shall use each furnish to the other such necessary information and reasonable efforts to obtain any approvals or consents or assist in any filings required assistance as the other party may reasonably request in connection with the transactions contemplated by this Agreement or foregoing. The filing fee required to be paid pursuant to the Transaction Documents that are requested HSR Act shall be borne by the MLP and that have not been previously obtained or madeBuyer, provided, however that, upon the Closing, one-half of such fee shall be deemed to be a Transaction Expense.

Reasonable Efforts; Further Assurances. From and after the Closing Date, upon (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, the Contributing Parties, through the Contributors’ Representatives and without the need for further approval or action on the part of the Contributing Parties, as applicable, each party hereto shall use its commercially reasonable efforts to take, or cause to be taken, all appropriate actionactions, and to do 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 under applicable Laws to consummate and make effective effective, in an expeditious manner, the Merger and the other transactions contemplated hereby, and the Related Agreements. Each of the Company and Parent shall use its commercially reasonable efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.5(a), 2.5(b) and 3.5(b) and set forth in Sections 2.5(a) and 2.5(b) of the Company Disclosure Schedule and Section 3.5(b) of the Parent Disclosure Schedule) necessary to consummate the transactions contemplated by this Agreement as promptly as practicable. Without limiting and the foregoing but subject to Related Agreements, (ii) make all filings required under applicable Law, required in connection with the other terms authorization, execution and delivery of this Agreement, Agreement by the Represented Contributors agree that, Company and Parent and the Contributors’ Representatives shall be permitted, from time to time, whether before, at or after the Closing Date, without the need for further approval or action on the part consummation by them of the Represented Contributors, to execute and deliver, or cause to be executed and delivered, in each case on behalf of each Represented Contributor, such instruments of assignment, transfer, conveyance, endorsement, direction or authorization as may be necessary to consummate and make effective the transactions contemplated by this Agreement; providedhereby, howeverincluding the Merger, that said instruments of assignment, transfer, conveyance, direction (iii) furnish all information required for any application or authorization shall not increase other filing to be made pursuant to any obligation applicable Foreign Competition Law or liability any other Law or any applicable Regulations of any such Represented Contributor or be inconsistent with the terms and conditions of this Agreement. After the Closing, the Contributors’ Representatives and the Non-Represented Contributors shall use reasonable efforts to obtain any approvals or consents or assist in any filings required Governmental Authority in connection with the transactions contemplated by this Agreement and the Related Agreements, and (iv) obtain the expiration or termination of any applicable waiting period and any required clearances under any applicable Laws; provided, however, that notwithstanding anything herein to the contrary, neither Parent nor any of its Affiliates (including, after the Effective Time, the Company and its Subsidiaries) shall be under any obligation to, nor, without Parent’s prior written consent, shall the Company or any Subsidiary, (A) make proposals, execute, agree or consent to or carry out agreements or voluntarily submit to Orders (1) providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or its Subsidiaries, which assets or categories of assets, in the aggregate, would reasonably be deemed as material to the business of either Parent and its Subsidiaries taken as a whole or the Transaction Documents that are Company and its Subsidiaries taken as a whole, or the holding separate of any capital stock of any such Person, or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates to own such assets or to acquire, hold or exercise full rights of ownership of capital stock of the Company or its Subsidiaries, or (2) imposing or seeking to impose (x) any limitation whatsoever on the business activities of Parent or any of its Affiliates (other than the Company and its Subsidiaries) or (y) any limitation on the business activities of the Company or its Subsidiaries which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect Parent or any of Parent’s Affiliates, including its Subsidiaries and the Company and its Subsidiaries or (B) otherwise take any step to avoid or eliminate any impediment which may be asserted or requested under any Law. Neither party hereto will knowingly take any action which results in any of the representations or warranties made by such party pursuant to Articles II or III, as the MLP and that have not been previously obtained case may be, becoming untrue or madeinaccurate in any material respect.