Common use of Support of Transaction Clause in Contracts

Support of Transaction. Without limiting any covenant contained in Article VII or Article VIII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, Acquiror and the Company shall each, each shall cause their respective Subsidiaries to, and the Company shall cause the Group Companies to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental, regulatory and other consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, the Group Companies or their respective Affiliates are required to obtain in order to consummate the Transactions; provided that, to the extent agreed to in writing by Acquiror, the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Material Contracts with the Company, its Subsidiaries or any Group Company, and (c) take such other action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Party set forth in Article X or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, First Merger Sub, Second Merger Sub, the Company, any of its Subsidiaries, or any Group Company be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company, any of its Subsidiaries or any Group Company is a party or otherwise required in connection with the consummation of the Transactions.

Support of Transaction. Without limiting any covenant contained in Article VII or Article VIII, including the obligations of the Company Company, the Seller Parties and Acquiror FPAC with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, Acquiror the Company, the Seller Parties, New Topco and the Company FPAC shall each, and shall each shall cause their respective Subsidiaries to, and the Company shall cause the Group Companies to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental, governmental and regulatory and other consents required to be obtained in connection with the Transactions, including with respect to the matter set forth on Schedule 9.01(a); (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, the Group Companies Seller Parties, New Topco and FPAC or their respective Affiliates are required to obtain in order to consummate the Transactions; provided that, to the extent agreed to in writing by Acquiror, the Company shall not be including any required to seek any such required consents or approvals of third-party counterparties parties to Material material Contracts with the Company, its Subsidiaries Company or any Group Company, the Company Subsidiaries; and (c) take such other action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of the other Party set forth in Article X or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, First Merger Sub, Second Merger Sub, the Company, any of party or its Subsidiaries, or any Group Company Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company, any of its Company or the Company Subsidiaries or any Group Company is a party or otherwise required in connection with the consummation of the Transactions, other than filing and similar fees payable to Governmental Authorities, which shall be borne by the Company or the Company Subsidiaries.

Support of Transaction. Without limiting any covenant contained in Article VII VI or Article VIIIVII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, Acquiror Buyer and the Company shall each, and shall each shall cause their respective Subsidiaries to, and the Company shall cause the Group Companies to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental, governmental and regulatory and other consents required to be obtained in connection with the Transactionstransactions contemplated hereby, (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorBuyer, the Company, the Group Companies or their respective Affiliates are required to obtain in order to consummate the Transactions; provided that, to the extent agreed to in writing by Acquiror, the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Material Contracts with the Company, its Subsidiaries or any Group Company, Merger and (c) take such other action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Party set forth in Article X IX or otherwise to comply with this Agreement and to consummate the Transactions transactions contemplated hereby as soon as practicablepracticable (but in any event prior to the Termination Date). Buyer and the Company shall each, and shall each cause their respective Subsidiaries to, reasonably cooperate to obtain consents and provide notices to the extent required in connection with the transactions contemplated hereby pursuant to the terms of the leases of real property set forth on Schedule 8.1; provided that in no event shall any failure to obtain any such consent result in the failure of any closing condition to be satisfied. Notwithstanding the foregoing, in no event shall AcquirorBuyer (except as expressly set forth in this Agreement, First Merger Sub, Second Merger Subincluding Section 8.2), the Company, Company or any of its Subsidiaries, or any Group Company Subsidiaries be obligated to bear any material expense or pay any material fee (other than the payment of nominal administrative, processing or similar fees or charges) or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the Merger pursuant to the terms of any Contract to which the Company, Company or any of its Subsidiaries or any Group Company is a party or otherwise required in connection with the consummation of the Transactionsparty.

Support of Transaction. Without limiting any covenant contained in Article VII or Article VIIIHoldings, including the obligations of the Company Parent and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively, which obligations Merger Sub shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, Acquiror and the Company shall each, each shall cause their respective Subsidiaries to, and the Company shall cause the Group Companies to: (a) use commercially its reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental, governmental and regulatory and other consents required to be obtained in connection with the Transactionstransactions contemplated hereby, (b) use commercially its reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorHoldings, the Company, the Group Companies Parent or Merger Sub or their respective Affiliates are required to obtain in order to consummate the Transactions; provided thatthis transaction, to the extent agreed to in writing by Acquiror, the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Material Contracts with the Company, its Subsidiaries or any Group Company, and (c) take such other action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of the other Party set forth in Article X IX or otherwise to comply with this Agreement Agreement, and (d) provide the other party and such other party's employees, officers, accountants, lawyers, financial advisors and other representatives with access to consummate its personnel, properties, business and records under all reasonable circumstances to the Transactions as soon as practicableextent reasonably required for any legitimate business purpose. Notwithstanding Without limiting the foregoing, Holdings shall, and shall cause Elgar to, cooperate in no event shall Acquiror, First a commercially reasonable manner with Parent and Merger Sub, Second Merger Sub, the Company, any of its Subsidiaries, or any Group Company be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant Sub prior to the terms of any Contract to which the Company, any of its Subsidiaries or any Group Company is a party or otherwise required Closing in connection with the consummation efforts of Parent and Merger Sub to obtain financing for the Transactionstransactions contemplated hereby, which efforts shall be at the expense of Parent and Merger Sub. The foregoing cooperation shall be limited to (i) granting Parent and Merger Sub, their bankers and their respective legal counsel and accountants access to the books and records of Elgar and Holdings and to any personnel knowledgeable about such books and records, in each case, to the extent reasonably requested by Parent or Merger Sub, and (ii) using commercially reasonable efforts to furnish necessary financial information in connection with such financings.

Support of Transaction. Without limiting any covenant contained in Article VII VIII or Article VIIIIX, including the obligations of the Company Company, PubCo, Merger Sub, the Major Shareholders and Acquiror RMG II with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 8.03 and Section 8.019.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.0110.01, Acquiror PubCo, Merger Sub, the Company, the Major Shareholders and the Company RMG II shall each, and shall each shall cause their respective Subsidiaries to, and the Company shall cause the Group Companies to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental, governmental and regulatory and other consents required to be obtained in connection with the Transactions, ; (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorPubCo, Merger Sub, RMG II, the Company, the Group Companies Major Shareholders or their respective Affiliates are required to obtain in order to consummate the Transactions; provided that, to the extent agreed to in writing by Acquiror, the Company shall not be including any required to seek any such required consents or approvals of third-party counterparties parties to Material material Contracts with the Company, Company or its Subsidiaries or any Group Company, Subsidiaries; and (c) take such other action as may reasonably be necessary or as another Party party hereto may reasonably request to satisfy the conditions of the other Party set forth in Article X XI or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorPubCo, First Merger Sub, Second Merger SubRMG II, the Major Shareholders, the Company or the Company, any of its Subsidiaries, or any Group Company ’s Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company, Company or any of its Subsidiaries or any Group Company is a party or otherwise required in connection with the consummation of the Transactions, other than filing and similar fees payable to Governmental Authorities, which shall be borne by the Company or its Subsidiaries.

Support of Transaction. Without limiting any covenant contained in Article VII VI or Article VIIIVII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, Acquiror Buyer and the Company shall each, each and Buyer shall cause their respective its Subsidiaries to, and the Company shall cause the Group Companies to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental, governmental and regulatory and other consents required to be obtained in connection with the Transactionstransactions contemplated hereby (other than approvals under the HSR act or any other approvals, consents and decrees under antitrust or competition law, which matters are exclusively addressed in Sections 6.5, 7.1 and 8.6); (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorBuyer, the Company, the Group Companies Company or their respective Affiliates are required to obtain in order to consummate the TransactionsMerger, including the Required Third Party Consents; provided that, to the extent agreed to in writing by Acquiror, the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Material Contracts with the Company, its Subsidiaries or any Group Company, and (c) take such other action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of the other Party set forth in Article X IX or otherwise to comply with this Agreement and to consummate the Transactions transactions contemplated hereby as soon as practicablepracticable (but in any event prior to the Outside Date). Notwithstanding the foregoing, in no event shall Acquiror, First Merger Sub, Second Merger Sub, the Company, any of Buyer or its Subsidiaries, or any Group Company Affiliates be obligated to bear any material expense or pay any material fee (other than the payment of nominal administrative, processing or similar fees or charges or legal fees to its attorneys) or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the Merger pursuant to the terms of any Contract to which the Company, any of its Subsidiaries or any Group Company is a party or otherwise required in connection with the consummation of the Transactionsparty.

Support of Transaction. Without limiting any covenant contained in Article VII VI or Article VIIIVII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, Acquiror Buyer and the Company shall each, and shall each shall cause their respective Subsidiaries to, and the Company shall cause the Group Companies to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental, governmental and regulatory and other consents required to be obtained in connection with the Transactionstransactions contemplated hereby, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of AcquirorBuyer, the Company, the Group Companies or their respective Affiliates are required to obtain in order to consummate the Transactions; provided that, to the extent agreed to in writing by Acquiror, the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Material Contracts with the Company, its Subsidiaries or any Group CompanyMerger, and (c) take such other action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of the other Party set forth in Article X IX or otherwise to comply with this Agreement and to consummate the Transactions transaction contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, First Merger Sub, Second Merger SubBuyer, the Company, Company or any of its Subsidiaries, or any Group Company their respective Subsidiaries be obligated to bear any material expense or pay any material fee fee, other than any routine filing fees, or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the Merger pursuant to the terms of any Contract to which the Company, Company or any of its Subsidiaries is a party. Anything contained in this Agreement (including Sections 6.3 and 7.1) to the contrary notwithstanding, none of Buyer, the Company or any Group of their respective Subsidiaries will be required to divest (or agree to divest) any business or assets (other than one or more businesses (or the assets thereof) of the Company is a party or otherwise required any of its Subsidiaries which businesses together have aggregate annual revenues of no greater than $3,500,000) in connection with the consummation of the Transactionstransactions contemplated by this Agreement, and the Company and its Subsidiaries shall not, without the prior written consent of Buyer, take any such action.

Support of Transaction. (a) Without limiting any covenant contained in Article VII V or Article VIIIVI, including the obligations of the Company Acquiror, Parent and Acquiror Seller with respect to the notifications, filings, reaffirmations and applications set forth on Schedule 3.5 as described in Section 7.03 5.3 and Section 8.01, respectively6.1, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.017.1, Acquiror Acquiror, on the one hand, and Seller and Parent, on the Company other hand, shall each, and shall each shall cause their respective Subsidiaries to, and the Company shall cause the Group Companies to: (ai) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental, governmental and regulatory and other consents required to be obtained in connection with the Transactionstransactions contemplated hereby, (bii) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the CompanySeller, the Group Companies Parent or their respective Affiliates are required to obtain in order to consummate the Transactions; provided that, Sale and to perform their obligations under the extent agreed to in writing by Acquiror, Transaction Documents and the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Material Contracts with the Company, its Subsidiaries or any Group CompanyPermits set forth on Schedule 8.2(c)(vii), and (ciii) take such other action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of the other Party set forth in Article X VIII or otherwise to comply with this Agreement and to consummate the Transactions transactions contemplated hereby as soon as practicablepracticable and, in any event, prior to the Termination Date. Notwithstanding the foregoing, except to the extent reimbursable pursuant to the TSA, in no event shall Acquiror, First Merger SubParent, Second Merger Sub, the Company, Seller or any of its Subsidiaries, or any Group Company their respective Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the CompanyParent, Seller or any of its their respective Subsidiaries or any Group Company is a party or otherwise required in connection with the consummation of the TransactionsSale and the transactions contemplated by the Transaction Documents.

Support of Transaction. Without limiting any covenant contained in Article VII VI or Article VIIIVII, including upon the obligations of the Company terms and Acquiror with respect subject to the notificationsconditions set forth in this Agreement, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, Acquiror and the Company shall each, each shall cause their respective Subsidiaries to, and the Company shall cause the Group Companies to: (a) the Company shall, and shall cause its Subsidiaries to and (b) CGAC shall, and shall cause Merger Sub to (i) use commercially reasonable best efforts to assembletake, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental, regulatory and other consents required or cause to be obtained in connection taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties to this Agreement in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, (bii) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that the Company and any of Acquirorits Subsidiaries or CGAC and Merger Sub, the Companyas applicable, the Group Companies or their respective Affiliates are required to obtain in order to consummate the Transactions; provided that, to the extent agreed to in writing by Acquiror, the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Material Contracts with the Company, its Subsidiaries or any Group Company, and (ciii) use reasonable best efforts to take such other action as may be reasonably be necessary or as another Party party hereto may reasonably request to satisfy the conditions of the other Party set forth in Article X IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding ; provided, however, that, notwithstanding anything contained in this Agreement to the foregoingcontrary, nothing in no event this Agreement, including this Article VIII, shall Acquiror, First Merger Sub, Second Merger Sub, require the Company, any of its Subsidiaries, Merger Sub or CGAC or any of their respective Affiliates to (A) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of any Group Company be obligated or CGAC, (B) take or commit to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to take actions that limit the terms freedom of action of any Contract to which of the Company, any of its Subsidiaries or CGAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any Group Company is a party of the businesses, product lines or otherwise required in connection with assets of the consummation Company, any of its Subsidiaries or Material Subsidiaries or CGAC or (C) grant any financial, legal or other accommodation to any other Person, including agreeing to change any of the terms of the Transactions.

Support of Transaction. Without limiting any covenant contained in Article VII VI or Article VIIIVII, including the obligations of the Company and Acquiror Buyer with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 6.3 and Section 8.01, respectively7.1, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.018.1, Acquiror but subject to the limitations set forth in Section 7.1(c), Buyer and the Company Seller shall each, and shall each shall cause their respective Subsidiaries to, and the Company shall cause the Group Companies to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental, governmental and regulatory and other consents required to be obtained in connection with the Transactionstransactions contemplated hereby, (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorBuyer, the CompanySeller, the Group Companies or their respective Affiliates are required to obtain in order to consummate the Transactions; provided that, to the extent agreed to in writing transactions contemplated by Acquiror, the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Material Contracts with the Company, its Subsidiaries or any Group Companythis Agreement, and (c) take such other action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of the other Party set forth in Article X IX or otherwise to comply with this Agreement and to consummate the Transactions transactions contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, First Merger Sub, Second Merger Sub, the Company, Seller or any of its Subsidiaries, or any Group Company Subsidiaries be obligated to (and without the prior written consent of Buyer, none of Seller or any of its Subsidiaries shall) bear any material expense or pay any material fee (other than de minimis expenses or fees) or grant any material concession concessions in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company, Company or any of its Subsidiaries or any Group Company is a party or otherwise required in connection with the consummation of the Transactionstransactions contemplated hereby.