Common use of Efforts to Close Clause in Contracts

Efforts to Close. Subject to the terms and conditions herein, each of the Parties shall use commercially reasonable efforts to consummate and make effective the transactions contemplated hereby, and each of the Parties shall use commercially reasonable efforts to jointly CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. consult and cooperate with the other Parties to consummate and make effective the transactions contemplated hereby, as soon as reasonably practicable, including the satisfaction of all conditions thereto set forth herein; provided, however, that this shall in no way impair the Parties’ respective termination rights under Section 13.01. The Sellers and Purchaser shall jointly consult and cooperate prior to all appearances, presentations, briefs and proposals made or submitted by or on behalf of either Seller or Purchaser before any regulatory authority in connection with the approval of this Agreement and the transactions contemplated hereby and the Sellers and Purchaser will consult and fully cooperate with each other, and consider in good faith the views of the other, in connection with any such appearance, presentation, brief or proposal; provided, that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. The Sellers and Purchaser will provide the other with copies of all written communications from Governmental Authorities relating to the approval or disapproval of this Agreement and the transactions contemplated hereby, including any Seller Regulatory Approval or Purchaser Regulatory Approval, as applicable. Sellers shall use commercially reasonable efforts to cooperate with Purchaser in its efforts to obtain the estoppel certificates attached as Exhibit 8.02(a). For the avoidance of doubt, in no event shall such cooperation require either Seller to make any payment to the signatories of such estoppel certificates.

Efforts to Close. (a) Subject to the terms and conditions herein, each of the Parties shall cooperate, and shall cause their Representatives to cooperate, with the other and use commercially reasonable efforts to consummate and make effective the transactions contemplated hereby, and each of the Parties shall use commercially reasonable efforts to jointly CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. consult and cooperate with the other Parties to consummate and make effective the transactions contemplated herebyeffective, as soon as reasonably practicable, including the satisfaction Transactions. Such actions shall include (i) in the case of all conditions thereto set forth herein; providedSeller, however, that this shall in no way impair the Parties’ respective termination rights under Section 13.01. The Sellers and Purchaser shall jointly consult and cooperate prior exercising commercially reasonable efforts to all appearances, presentations, briefs and proposals made or submitted by or on behalf of either Seller or Purchaser before any regulatory authority in connection (A) file a motion with the Bankruptcy Court seeking approval of this Agreement and the transactions contemplated hereby and Final Sale Order within ten (10) Business Days after the Sellers and Purchaser will consult and fully cooperate with each otherEffective Date, and consider in good faith have the views of the other, in connection with any such appearance, presentation, brief or proposalFinal Sale Order approved as soon as possible thereafter; provided, that nothing will prevent a Party from responding the Seller shall not be required to a subpoena file the Final Sale Order on an “emergency basis,” (B) obtain each of the Consents of any Governmental Authority or other legal process as Person required by law for the Closing to occur or submitting factual information required to transfer, convey, and assign the Purchased Assets and the Assumed Liabilities to Purchaser at the Closing, including Seller’s Regulatory Approvals and Seller’s Consents, (C) effect all other necessary notifications, registrations, and filings, including filings under Laws, and all other necessary filings with any Governmental Authority having jurisdiction over Seller or the Project, (D) obtain the instruments and documents described in response to a request therefor. The Sellers Section 3.2(e), (E) release or remove, or obtain the release or removal of, all Encumbrances described in Part II of Schedule 1.1C, and Purchaser will provide the other with copies (F) satisfy all conditions of all written communications from Governmental Authorities relating Seller to the approval or disapproval Closing set forth herein, and (ii) in the case of this Agreement and the transactions contemplated herebyPurchaser, including any Seller Regulatory Approval or Purchaser Regulatory Approval, as applicable. Sellers shall use exercising commercially reasonable efforts to cooperate (A) obtain each of the Consents of any Governmental Authority or other Person required for the Closing to occur or required to receive the Purchased Assets and the Assumed Liabilities from Seller at the Closing, including Purchaser’s Regulatory Approvals and Purchaser’s Consents, (B) effect all other necessary notifications, registrations, and filings, including filings under Laws, and all other necessary filings with any Governmental Authority having jurisdiction over Purchaser in its efforts or the Project, and (C) satisfy all conditions of Purchaser to obtain the estoppel certificates attached as Exhibit 8.02(a). For the avoidance of doubtClosing set forth herein, in no event shall such cooperation require either Seller to make each case without limiting Seller’s or Purchaser’s (as applicable) obligations under this Agreement or any payment to the signatories of such estoppel certificates.Ancillary

Efforts to Close. Subject Each Party will use its Reasonable Efforts to take all actions and do all things necessary, proper, or advisable to consummate, make effective, and comply with all of the terms of this Agreement (including entry into the Transaction Documents as applicable and conditions hereinsatisfaction, each but not waiver, of the Parties Closing conditions for which it is responsible or otherwise in control, as set forth in Article 9). Each Party shall use commercially reasonable efforts to consummate and make effective the transactions contemplated hereby, and each of the Parties shall use commercially reasonable efforts to jointly CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. consult and cooperate with the other Parties in connection with all actions to consummate and make effective the transactions contemplated hereby, as soon as reasonably practicable, including the satisfaction of all conditions thereto set forth herein; provided, however, that this shall in no way impair the Parties’ respective termination rights under Section 13.01. The Sellers and Purchaser shall jointly consult and cooperate prior to all appearances, presentations, briefs and proposals made or submitted by or on behalf of either Seller or Purchaser before any regulatory authority be taken in connection with the approval of this Agreement foregoing sentence. Seller and the transactions contemplated hereby and the Sellers and Purchaser will consult and Shareholders shall fully cooperate with each otherBuyer (and will exercise Reasonable Efforts) in, Buyer’s licensing efforts (including, prior to Closing, at Closing and after Closing), including assisting Buyer to obtain all of the Licenses set forth on Schedule 9.1(j). Seller and Shareholders will give any notices to Third Parties, and consider will use its Reasonable Efforts to obtain any Third Party Consents referred to herein. The form and content of all notices shall be mutually agreeable to the Parties, acting reasonably. Seller will give any notices to, make any filings with, and use its Reasonable Efforts to obtain all Licenses and Consents of Governmental Authorities, if any, required of Seller pursuant to any applicable Law in connection with the Transactions. Buyer will give any notices to, make any filings with, and use its Reasonable Efforts to obtain all Licenses and Consents of Governmental Authorities, if any, required of Buyer pursuant to any applicable Law in connection with the Transactions. In addition, Buyer and Seller shall work together expeditiously and in good faith to identify and obtain all other Consents needed in order to consummate the views Transactions, including but not limited to consumer consents that may be necessary to transfer the Acquired Seller Pipeline Loans, counterparty consents that may be necessary to transfer the Contracts, Business Intellectual Property and other agreements, and consents that may be required by any state and federal licenses and approvals. Furthermore, upon execution of this Agreement, Seller shall provide to Buyer a preliminary list of the otherContracts that require counterparty consent for assignment of such Contract to Buyer, and Seller, working in connection coordination with any such appearanceBuyer, presentation, brief or proposal; provided, that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. The Sellers and Purchaser will provide to Buyer, no later than 21 days prior to Closing, a final list of the other with copies Contracts that require counterparty consent for assignment of all written communications such Contract to Buyer. Furthermore, upon execution of this Agreement, Seller shall provide to Buyer a preliminary list of the Consents from Governmental Authorities relating that are required to operate the approval or disapproval of this Agreement and Business, and, working in coordination with Buyer, Seller will provide to Buyer, no later than 14 days following the transactions contemplated herebydate hereof, including any Seller Regulatory Approval or Purchaser Regulatory Approval, as applicable. Sellers shall use commercially reasonable efforts to cooperate with Purchaser in its efforts to obtain the estoppel certificates attached as Exhibit 8.02(a). For the avoidance of doubt, in no event shall such cooperation require either Seller to make any payment to the signatories a final list of such estoppel certificatesConsents from Governmental Authorities.

Efforts to Close. Subject to the terms and conditions herein, each of the Parties shall use commercially reasonable efforts to consummate and make effective the transactions contemplated hereby, and each of the Parties shall use commercially reasonable efforts to jointly CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. contemplated hereby, and each of the Parties shall use commercially reasonable efforts to jointly consult and cooperate with the other Parties to consummate and make effective the transactions contemplated hereby, as soon as reasonably practicable, including the satisfaction of all conditions thereto set forth herein; provided, however, that this shall in no way impair the Parties’ respective termination rights under Section 13.01. The Sellers and Purchaser shall jointly consult and cooperate prior to all appearances, presentations, briefs and proposals made or submitted by or on behalf of either Seller or Purchaser before any regulatory authority in connection with the approval of this Agreement and the transactions contemplated hereby and the Sellers and Purchaser will consult and fully cooperate with each other, and consider in good faith the views of the other, in connection with any such appearance, presentation, brief or proposal; provided, that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. The Sellers and Purchaser will provide the other with copies of all written communications from Governmental Authorities relating to the approval or disapproval of this Agreement and the transactions contemplated hereby, including any Seller Regulatory Approval or Purchaser Regulatory Approval, as applicable. Sellers shall use commercially reasonable efforts to cooperate with Purchaser in its efforts to obtain the estoppel certificates attached as Exhibit 8.02(a). For the avoidance of doubt, in no event shall such cooperation require either Seller to make any payment to the signatories of such estoppel certificates.

Efforts to Close. Subject (a) Seller, Seller's Affiliates and Buyer will use all commercially reasonable efforts to cause all of the conditions, as specified in Articles VII and VIII of this Agreement, to the terms and conditions herein, each obligations of the Parties shall others to consummate the transactions contemplated hereby to be met as soon as practicable after the date of this Agreement. (b) Buyer will attempt to ensure that it has the funds necessary for Closing on or prior to January 16, 1998 including without limitation: (i) by using its best efforts to ensure that it has at least ninety- three million seven hundred fifty thousand United States dollars (US$93,750,000) in equity (or such lesser amount as may be acceptable under the Chase Commitment and the Natwest Commitment); (ii) by using its best efforts to ensure it receives the proceeds of the debt facilities pursuant to the Chase Commitment or the Natwest Commitment; (iii) by using its best efforts to satisfy any and all conditions to closing the financing contemplated by the Chase Commitment and the Natwest Commitment and (iv) by using commercially reasonable efforts to obtain and acquire the proceeds of equivalent financing if the financing contemplated by the Chase Commitment and the Natwest Commitment becomes unavailable. (c) Seller and Buyer will comply fully with all applicable notification, reporting and other requirements of the HSR Act. Seller and Buyer, within 10 Business Days after the date of this Agreement, will file the required notifications with the FTC and the Antitrust Division of the DOJ pursuant to and in compliance with the HSR Act. Seller and Buyer will as soon as practicable file any additional information requested by any Governmental Entity. (d) Seller and Buyer will each use commercially reasonable efforts to consummate obtain, as soon as practicable, the Authorizations that may be or become necessary for the performance of its obligations under this Agreement and make effective the consummation of the transactions contemplated hereby, hereby and will cooperate fully with each other in promptly seeking to obtain such Authorizations. (e) Seller and Buyer will promptly take any and all of the Parties shall following actions to the extent required to eliminate any concerns on the part of any Governmental Entity regarding the legality under any Antitrust Law of Buyer's purchase of the Business: (i) use commercially reasonable efforts to jointly CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. consult and cooperate with prevent the entry in an Action brought under any Antitrust Law of any preliminary or permanent injunction or other Parties to consummate and order that would prevent, delay or make effective unlawful the consummation of the transactions contemplated herebyby this Agreement; (ii) in the event that such an injunction or order has been issued, promptly take any and all commercially reasonable actions necessary to vacate, modify or suspend such injunction or order so as soon as reasonably practicable, including to permit the satisfaction consummation of all conditions thereto set forth herein; provided, however, that this shall in no way impair the Parties’ respective termination rights under Section 13.01. The Sellers and Purchaser shall jointly consult and cooperate prior to all appearances, presentations, briefs and proposals made or submitted by or on behalf of either Seller or Purchaser before any regulatory authority in connection with the approval of this Agreement and the transactions contemplated hereby by this Agreement as nearly as possible on the schedule contemplated by this Agreement, including without limitation appeal and the Sellers posting of a bond; and Purchaser will consult (iii) promptly take all other commercially reasonable actions necessary to avoid or eliminate each and fully cooperate with each other, and consider in good faith the views of the other, in connection with every impediment under any such appearance, presentation, brief or proposal; provided, that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. The Sellers and Purchaser will provide the other with copies of all written communications from Governmental Authorities relating Antitrust Law to the approval or disapproval consummation of this Agreement and the transactions contemplated hereby, including by this Agreement. The obligations contained in this Section 6.14 are in addition to and not in limitation of any other obligations of Seller Regulatory Approval or Purchaser Regulatory Approval, as applicable. Sellers shall use commercially reasonable efforts to cooperate with Purchaser in its efforts to obtain the estoppel certificates attached as Exhibit 8.02(a). For the avoidance of doubt, in no event shall such cooperation require either Seller to make any payment to the signatories of such estoppel certificatesand Buyer under this Agreement.

Efforts to Close. (a) Purchaser represents and warrants to Seller that it knows of no reason that the Closing conditions set forth in Article VIII cannot be satisfied prior to the Termination Date. Subject to the terms and conditions herein, each of the Parties shall use commercially reasonable efforts its Commercially Reasonable Efforts to cause all of the conditions to the consummation of the Closing to be fulfilled or otherwise satisfied by it, and to take all other actions and to do all other things necessary in order to consummate and make effective the transactions contemplated hereby, and each of the Parties shall use commercially reasonable efforts to jointly CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. consult and cooperate with the other Parties to consummate and make effective the transactions contemplated herebyeffective, as soon as reasonably practicable, the transactions contemplated by this Agreement. Each Party shall use its Commercially Reasonable Efforts to obtain all authorizations, consents, orders, and approvals of, and to give all notices to and make all filings with, all Governmental Authorities (including those pertaining to Governmental Approvals) and other Third Parties that may be or become necessary to effectuate the satisfaction transactions contemplated hereby, including, in the case of Seller, Seller’s Required Regulatory Approvals and Seller’s Required Consents, and in the case of Purchaser, the Purchaser’s Required Regulatory Approvals and Purchaser’s Required Consents, and effecting all conditions thereto set forth herein; providedother necessary registrations and filings, howeverincluding, that this without limitation, filings under applicable Law, including under the HSR Act and with FERC and applicable state utility regulatory commissions, and all other necessary filings with, or notices to, any Governmental Authority. Seller shall use its Commercially Reasonable Efforts to cooperate with Purchaser in no way impair obtaining the Parties’ respective termination rights under Section 13.01. The Sellers requisite consents to the transfer of the Environmental Permits which constitute Transferable Permits and shall cooperate with Purchaser shall jointly consult and cooperate prior to all appearances, presentations, briefs and proposals made or submitted by or on behalf of either Seller or Purchaser before any regulatory authority in connection with Purchaser’s efforts to obtain the approval reissuance or procurement of other Environmental Permits. Each Party shall cooperate fully with the other Party in promptly seeking to obtain all such authorizations, consents, orders, and approvals, giving such notices, and making such filings. The Parties hereto shall have the right to review in advance all characterizations of the information relating to this Agreement and the transactions contemplated hereby and the Sellers that appear in any filing made with a Governmental Authority as contemplated herein. Each of Seller and Purchaser will consult agrees to make appropriate filings of (i) a Notification and fully cooperate with each other, and consider in good faith the views of the other, in connection with any such appearance, presentation, brief or proposal; provided, that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. The Sellers and Purchaser will provide the other with copies of all written communications from Governmental Authorities relating Report Form pursuant to the approval HSR Act and any required filings with FERC or disapproval of this Agreement and for other Federal Approvals, with respect to the transactions contemplated hereby, including hereby within twenty (20) Business Days of the date hereof and (ii) any Seller Regulatory Approval required filings with applicable state utility regulatory commissions or Purchaser Regulatory Approval, as applicablefor other State Approvals within thirty (30) calendar days of the date hereof. Sellers The Parties shall use commercially reasonable efforts respond promptly to cooperate with Purchaser in its efforts to obtain the estoppel certificates attached as Exhibit 8.02(a). For the avoidance of doubt, in no event shall such cooperation require either Seller to make any payment to the signatories requests for additional information made by any of such estoppel certificatesagencies, and cause the waiting periods under the HSR Act to terminate or expire, and the approvals of FERC and applicable state utility regulatory commissions to be obtained, at the earliest possible date after the date of filing.

Efforts to Close. (a) Subject to the terms and conditions herein, each of the Parties shall cooperate, and shall cause their Representatives to cooperate, with the other Parties and use commercially reasonable efforts Commercially Reasonable Efforts to consummate and make effective the transactions contemplated hereby, and each of the Parties shall use commercially reasonable efforts to jointly CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. consult and cooperate with the other Parties to consummate and make effective the transactions contemplated herebyeffective, as soon as reasonably practicable, the Transactions. Such actions shall include (i) in the case of Seller, exercising Commercially Reasonable Efforts to (A) obtain the Consents of any Governmental Authority or other Person required for the Closing to occur or required to transfer, convey and assign the Purchased Assets and the Assumed Liabilities to the applicable Purchaser at the Closing, including Seller's Regulatory Approvals and Seller's Consents, (B) effect all other necessary notifications, registrations and filings, including filings under Laws, and all other necessary filings with any Governmental Authority having jurisdiction over Seller or the satisfaction of Project, (C) release or remove, or obtain the release or removal of, all Encumbrances described in Schedule 1.1C, and (D) satisfy all conditions thereto of Seller to the Closing set forth herein; provided, however, that this shall in no way impair the Parties’ respective termination rights under Section 13.01. The Sellers and Purchaser shall jointly consult and cooperate prior to all appearances, presentations, briefs and proposals made or submitted by or on behalf of either Seller or Purchaser before any regulatory authority in connection with the approval of this Agreement and the transactions contemplated hereby and the Sellers and Purchaser will consult and fully cooperate with each other, and consider (ii) in good faith the views case of each Purchaser, exercising Commercially Reasonable Efforts to (A) obtain the otherConsents of any Governmental Authority or other Person required for the Closing to occur or required to receive the applicable Purchased Assets and assume the Assumed Liabilities from Seller at the Closing, in connection including such Purchaser's Regulatory Approvals and Purchasers' Consents, (B) effect all other necessary notifications, registrations and filings, including filings under Laws, and all other necessary filings with any Governmental Authority having jurisdiction over such appearance, presentation, brief Purchaser or proposal; provided, that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. The Sellers the Project and (C) satisfy all conditions of such Purchaser will provide the other with copies of all written communications from Governmental Authorities relating to the approval or disapproval of this Agreement and the transactions contemplated hereby, including any Seller Regulatory Approval or Purchaser Regulatory Approval, as applicable. Sellers shall use commercially reasonable efforts to cooperate with Purchaser in its efforts to obtain the estoppel certificates attached as Exhibit 8.02(a). For the avoidance of doubt, in no event shall such cooperation require either Seller to make any payment to the signatories of such estoppel certificatesClosing set forth herein.