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

Commercially Reasonable Efforts; Further Assurances. From and after the Execution Date, upon the terms and subject to the conditions hereof, each of the parties hereto shall use its commercially reasonable efforts to (i) 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 Law to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable and (ii) defend any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, including the Merger. Without limiting the foregoing but subject to the other terms of this Agreement, the parties hereto agree that, from time to time, whether before, at or after the Closing Date, each of them will execute and deliver, or cause to be executed and delivered, 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. Notwithstanding the foregoing, nothing in this Agreement will require any party hereto to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other condition in order to obtain any consent or approval or other clearance required by this Agreement.

Commercially Reasonable Efforts; Further Assurances. From and after the Execution Date, upon the terms and subject to the conditions hereof, each of the parties hereto shall use its commercially reasonable efforts to (i) 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 Law Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable and (ii) defend any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, including the Merger and the GP Merger. Without limiting the foregoing but subject to the other terms of this Agreement, the parties hereto agree that, from time to time, whether before, at or after the Closing Date, each of them will execute and deliver, or cause to be executed and delivered, 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. Notwithstanding the foregoing, nothing in this Agreement will require any party hereto to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other condition in order to obtain any consent or approval or other clearance required by this Agreement.

Commercially Reasonable Efforts; Further Assurances. From and after the Execution Date, upon the terms and subject to the conditions hereof, each of the parties hereto Parties shall use its commercially reasonable efforts to (ia) take, or cause to be taken, all appropriate action, and to do do, or cause to be done, all things necessary, proper or advisable under applicable Applicable Law to consummate and make effective the transactions contemplated by this Agreement Transactions as promptly as practicable (but in any event before a termination of this Agreement) and (iib) defend any lawsuits or other ProceedingsActions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement Transactions or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties Parties to consummate the transactions contemplated hereby, including the MergerTransactions. Without limiting the foregoing but subject to the other terms of this Agreement, the parties hereto Parties agree that, from time to time, whether before, at or after the Closing Date, each of them will execute and deliver, or cause to be executed and delivered, such instruments of assignment, transfer, conveyance, endorsement, direction or authorization as may be necessary to consummate and make effective the transactions contemplated by this AgreementTransactions. Notwithstanding the foregoing, nothing in this Agreement will require any party hereto Party to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other condition in order to obtain any consent or approval or other clearance required by this Agreement.

Commercially Reasonable Efforts; Further Assurances. From and after the Execution Date, upon the terms and subject to the conditions hereof, each of the parties hereto shall use its commercially reasonable efforts to (i) 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 Law Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable and (ii) defend any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order Order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, including the Merger. Without limiting the foregoing but subject to the other terms of this Agreement, the parties hereto agree thathereto, from time to time, whether before, at or after the Closing Date, each of them will shall execute and deliver, or cause to be executed and delivered, 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. Notwithstanding the foregoing, nothing in this Agreement will require any party hereto to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other condition in order to obtain any consent or approval or other clearance required by this Agreement.

Commercially Reasonable Efforts; Further Assurances. From and after the Execution Date, upon the terms and subject to the conditions hereof, each of the parties hereto shall use its commercially reasonable efforts to (i) 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 Law Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable and (ii) defend any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, including the Merger. Without limiting the foregoing but subject to the other terms of this Agreement, the parties hereto agree that, from time to time, whether before, at or after the Closing Date, each of them will execute and deliver, or cause to be executed and delivered, 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. Notwithstanding the foregoing, nothing in this Agreement except for Section 5.3(e) will preclude any action (including the solicitation thereof) in connection with a Parent Acquisition Proposal or a Parent Designated Proposal, any action or failure to take any action, as expressly permitted by this Agreement, require any party hereto to hold separate or make any divestiture not expressly contemplated herein of any asset or require any party hereto to otherwise agree to any restriction on its operations or other condition in order to obtain any consent or approval or other clearance required by this Agreement.

Commercially Reasonable Efforts; Further Assurances. From and after the Execution Date, upon the terms and subject to the conditions hereof, each of the parties hereto Seller shall use its commercially reasonable efforts to (i) 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 Law Laws to consummate and make effective the transactions contemplated by by, and to satisfy the closing conditions of, this Agreement and the Merger Agreement as promptly as practicable and (ii) defend any lawsuits practicable, and, except to the extent permitted by Section 5.6 of the Merger Agreement, shall take no action that could reasonably be expected to impede, interfere with, delay, postpone or other Proceedings, whether judicial materially affect the transactions contemplated hereby or administrative, challenging this by the Merger Agreement or the consummation likelihood of the such transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, including the Mergerbeing consummated. Without limiting the foregoing but subject to the other terms of this Agreement, the parties hereto agree that, from time to time, whether before, at or after the Closing Date, each of them will execute and deliver, or cause to be executed and delivered, such instruments of assignment, transfer, conveyance, endorsement, direction or authorization as may be necessary to consummate and make effective such transactions. Buyer and Seller understand and agree that no person who is or becomes during the transactions contemplated by term of this AgreementAgreement a director or officer of MLP, MLP General Partner or General Partner Holdco makes any agreement or understanding pursuant to this Section 4.4 in his or her capacity as such director or officer. Notwithstanding the foregoing, nothing Nothing in this Agreement will require Section 4.4 shall limit or affect any party hereto to hold separate or make any divestiture not expressly contemplated herein actions of any asset designee of Seller in his or otherwise agree to any restriction on its operations her capacity as an officer or other condition in order to obtain any consent director of MLP, MLP General Partner or approval or other clearance required by this AgreementGeneral Partner Holdco.

Commercially Reasonable Efforts; Further Assurances. From and after the Execution Date, upon the terms and subject to the conditions hereof, each of the parties hereto shall use its commercially reasonable efforts to (i) 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 Law Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable and (ii) defend any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, including the Merger. Without limiting the foregoing but subject to the other terms of this Agreement, the parties hereto agree that, from time to time, whether before, at or after the Closing Date, each of them will execute and deliver, or cause to be executed and delivered, 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. Notwithstanding the foregoing, nothing in this Agreement will require any party hereto to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other condition in order to obtain any consent or approval or other clearance required by this Agreement.

Commercially Reasonable Efforts; Further Assurances. From and after the Execution Date, upon the terms and subject to the other terms and conditions hereofof this Agreement, each of the parties hereto shall use its commercially reasonable efforts to (i) 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 Law Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable and (ii) defend any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, including the Merger. Without limiting the foregoing but subject to the other terms of this Agreement, the parties hereto agree that, from time to time, whether before, at or after the Closing Date, each of them will execute and deliver, or cause to be executed and delivered, 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. Notwithstanding the foregoing, nothing in this Agreement will require any party hereto to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other condition in order to obtain any consent or approval or other clearance required by this Agreement.

Commercially Reasonable Efforts; Further Assurances. From and after the Execution Date, upon the terms and subject to the conditions hereof, each Each of the parties hereto shall use its all commercially reasonable efforts to (i) take, or cause to be taken, all appropriate actionaction to do, and to do or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable practicable, including to (a) obtain from Governmental Authorities and (ii) defend any lawsuits or other ProceedingsPersons all consents, whether judicial or administrativeapprovals, challenging this Agreement or authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (b) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law and (c) have vacated, lifted, reversed or seek to have lifted or rescinded overturned any order, decree, ruling, judgment, injunction or restraining order other action (whether temporary, preliminary or other order adversely affecting permanent) that is in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the ability consummation of the parties to consummate the transactions contemplated hereby, including the Merger. Without limiting the foregoing but subject to the other terms of this Agreement, the parties hereto agree that, from time to time, whether before, at or after the Closing Date, each of them will execute and deliver, or cause to be executed and delivered, such instruments of assignment, transfer, conveyance, endorsement, direction or authorization as may be necessary to consummate and make effective the transactions contemplated by this AgreementAgreement and the Ancillary Agreements. Notwithstanding In furtherance and not in limitation of the foregoing, nothing the Company shall permit the Parent reasonably to participate in this Agreement will require any party hereto to hold separate or make any divestiture not expressly contemplated herein the defense and settlement of any asset claim, suit or otherwise agree cause of action relating to this Agreement, the Merger or the other transactions contemplated hereby, and the Company shall not settle or compromise any restriction on its operations such claim, suit or other condition in order cause of action without the Parent’s written consent. Notwithstanding anything herein to obtain any consent or approval or other clearance the contrary, the Parent shall not be required by this AgreementSection to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture of any assets of the Parent, the Company or any of their respective Affiliates or (ii) limit the Parent’s freedom of action with respect to, or its ability to consolidate and control, the Company or any of its assets or businesses or any of the Parent’s or its Affiliates’ other assets or businesses.

Commercially Reasonable Efforts; Further Assurances. From and after the Execution Date, upon (a) Subject to the terms and subject to conditions of this Agreement, the conditions hereof, each of the parties hereto shall Company and Buyer will use its their commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, actions and to do do, or cause to be done, all things necessary, proper necessary or advisable desirable under applicable Law Applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable and (ii) defend any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, including the Merger. Without limiting the foregoing but subject to the other terms of this Agreement, the parties hereto agree that, from time to time, whether before, at or after the Closing Date, each of them will execute and deliver, or cause to be executed and delivered, 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. Notwithstanding , including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and 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 foregoing, nothing in transactions contemplated by this Agreement will require Agreement; provided that the parties hereto understand and agree that the commercially reasonable efforts of any party hereto shall not be deemed to hold separate include (i) entering into any settlement, undertaking, consent decree, stipulation or make agreement with any divestiture not expressly Governmental Authority in connection with the transactions contemplated herein of any asset hereby or (ii) divesting or otherwise agree holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any restriction on of its operations or its Subsidiaries or any of their respective Affiliates’ businesses, assets or properties. The Company and Buyer agree, and the Company agrees to cause each Subsidiary, to execute and deliver such other condition documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to obtain any consent consummate or approval or other clearance required implement expeditiously the transactions contemplated by this Agreement.

Commercially Reasonable Efforts; Further Assurances. From and after the Execution Date, upon Subject to the terms and subject to conditions of this Agreement, the conditions hereofBuyer, each of the parties hereto Acquisition Sub and the Sellers shall use its their commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, 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 under applicable Law to consummate satisfied and make effective the transactions contemplated by this Agreement to be consummated, in each case as promptly after the date hereof as practicable practicable. Without limiting the generality of the foregoing, the parties hereto shall give all notices to and (ii) defend make all required filings with or applications to Governmental Authorities, and use their commercially reasonable efforts to obtain all consents and approvals of all third parties, including Governmental Authorities, required for them to consummate, or as a result of their consummation of, the transactions contemplated hereby. Except as otherwise expressly set forth in this Agreement, neither the Sellers nor the Company on the one hand, nor the Buyer nor the Acquisition Sub on the other hand shall have any lawsuits obligation to pay any material amounts or incur any material liability or obligation to any third party as a condition or inducement for obtaining any consents described on Schedule 9.01(c). Each of the Sellers, the Company, the Buyer and the Acquisition Sub agree to execute and deliver such other Proceedingsdocuments, whether judicial certificates, agreements and other writings and to take such other actions as may be necessary or administrative, challenging this Agreement desirable in order to consummate or the consummation of implement expeditiously the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, including the MergerAgreement. Without limiting the foregoing but subject to the other terms of this Agreement, the parties hereto agree that, from From time to time, whether beforeas and when requested by any party hereto and at such party's expense, at or after the Closing Date, each of them will any other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments of assignmentand shall take, transferor cause to be taken, conveyance, endorsement, direction all such further or authorization other actions as such other party may be reasonably deem necessary or desirable to consummate evidence and make effective effectuate the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Agreement will require any party hereto to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other condition in order to obtain any consent or approval or other clearance required by this Agreement.

Commercially Reasonable Efforts; Further Assurances. From and after the Execution Datedate hereof, upon the terms and subject to the conditions hereof, each of the parties hereto shall use its commercially reasonable efforts to (i) 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 Law to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable and (ii) defend any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, including the MergerMergers. Without limiting the foregoing but subject to the other terms of this Agreement, the parties hereto agree that, from time to time, whether before, at or after the Closing Date, each of them will execute and deliver, or cause to be executed and delivered, 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. Notwithstanding the foregoing, nothing in this Agreement will require any party hereto to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other condition in order to obtain any consent or approval or other clearance required by this Agreement.

Commercially Reasonable Efforts; Further Assurances. From and after the Execution Date, upon the terms and subject to the conditions hereof, each (a) Each of the parties hereto shall use its all commercially reasonable efforts to (i) take, or cause to be taken, all appropriate actionaction to do, and to do or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements to which it is a party as promptly as practicable practicable, including to (i) obtain from Governmental Authorities and (ii) defend any lawsuits or other ProceedingsPersons all consents, whether judicial or administrativeapprovals, challenging this Agreement or authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting and the ability of Ancillary Agreements, (ii) promptly (and in no event later than 10 days after the parties to consummate the transactions contemplated hereby, including the Merger. Without limiting the foregoing but subject to the other terms date of this Agreement) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under applicable Law and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the parties hereto agree that, from time to time, whether before, at or after the Closing Date, each consummation of them will execute and deliver, or cause to be executed and delivered, such instruments of assignment, transfer, conveyance, endorsement, direction or authorization as may be necessary to consummate and make effective the transactions contemplated by this AgreementAgreement and the Ancillary Agreements. Notwithstanding In furtherance and not in limitation of the foregoing, nothing the Company shall permit the Parent to participate in the defense and settlement of any claim, suit or cause of action filed after the date of this Agreement will require any party hereto relating to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other condition in order to obtain any consent or approval or other clearance required by this Agreement, the Merger or the other transactions contemplated hereby, and the Company shall not settle or compromise any such claim, suit or cause of action without the Parent’s written consent (which shall not be unreasonably withheld, conditioned or delayed), unless such settlement includes a release of liability and payment of only money damages which are reflected in the calculation of Estimated Cash.

Commercially Reasonable Efforts; Further Assurances. From and after the Execution Date, upon (a) Subject to the terms and subject to conditions of this Agreement, from the conditions hereof, each date hereof until the earlier of the parties termination of this Agreement and the Closing Date, the Parties hereto shall use its their commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, actions and to do do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement as promptly as practicable and (ii) defend any lawsuits or other Proceedingsincluding the satisfaction, whether judicial or administrativebut not waiver, challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, including the MergerClosing conditions set forth in Article IX). Without limiting the foregoing but subject to the other terms of this Agreement, the parties The Parties hereto agree that, from time to time, whether before, at or after the Closing Date, each of them will shall execute and deliver, or cause to be executed and delivered, such instruments of assignmentother documents, transfercertificates, conveyance, endorsement, direction or authorization agreements and other writings and take such other actions as may be reasonably necessary or desirable in order to consummate and make effective or implement expeditiously each of the transactions contemplated by this Agreement. Notwithstanding For purposes of this Agreement, the foregoing, nothing in this Agreement will “reasonable best efforts” of the Sellers and the Acquired Companies shall not require any party hereto such Person or their Representatives to hold separate or make expend any divestiture not expressly contemplated herein money to remedy any breach of any asset representation or otherwise agree warranty hereunder, to commence any litigation or arbitration proceeding (except as expressly provided in Section 8.1(e)), to waive or surrender any right, to modify any agreement, to offer or grant any accommodation or concession (financial or otherwise) to any restriction on its operations third party or other to otherwise suffer any detriment, to waive or forego any right, remedy or condition in order hereunder or to obtain any consent or approval or other clearance required by this Agreementprovide financing to the Purchaser for the consummation of the Transactions.

Commercially Reasonable Efforts; Further Assurances. From and after the Execution Date, upon Subject to the terms and subject conditions set forth in this Agreement, and to applicable Laws, during the conditions hereofPre-Closing Period, each of the parties hereto Parties shall cooperate and use its their respective commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and to do or cause to be done, all things actions necessary, proper or advisable under applicable Law to consummate advisable, as determined by each Party in its reasonable discretion (including executing and make effective the transactions contemplated by this Agreement as promptly as practicable delivering any documents, certificates, instruments and (ii) defend any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or papers that are necessary for the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated herebyAgreement), including the Merger. Without limiting the foregoing but subject to the other terms of this Agreement, the parties hereto agree that, from time to time, whether before, at or after the Closing Date, each of them will execute and deliverdo, or cause to be executed done, and deliveredassist and cooperate with the other Parties in doing, such instruments of assignment, transfer, conveyance, endorsement, direction or authorization as may be all things necessary to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. Notwithstanding The Company shall use its commercially reasonable efforts, and Nocturne shall cooperate in all reasonable respects with the foregoingCompany, nothing to send the requisite notice to or to solicit and obtain all necessary waivers, consents, approvals, permits, orders or authorizations from third parties necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including to obtain the consents of the contractual counterparties to the Contracts listed on Section 6.1 of the Company Disclosure Letter prior to the Closing; provided, however, that no Party nor any of their Affiliates shall be required to pay or commit to pay any amount to (or incur any obligation in this Agreement will require favor of) any party hereto to hold separate or make Person from whom any divestiture not expressly contemplated herein such consent may be required (unless such payment is required in accordance with the terms of any asset or otherwise the relevant Contract requiring such consent), and provided, further, that the Parties acknowledge and agree to any restriction on its operations or other condition in order that the failure to obtain any consent or approval or other clearance required by this Agreementsuch consents is not, and shall not be, a condition to Closing.