Common use of Efforts to Consummate Clause in Contracts

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of Parent and the Company shall use their respective reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, including (i) preparing and filing with applicable Governmental Entities as promptly as reasonably practicable all necessary applications, notices, disclosures, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all Consents necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”), (ii) as promptly as reasonably practicable taking all steps as may be necessary to obtain all such Governmental Approvals, (iii) obtaining any Consents required from third parties (other than Governmental Approvals) in connection with the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly cooperate and coordinate with the other in the taking of the actions contemplated by the foregoing clauses (i) – (iv) and supply the other with any information that may be reasonable required in order to effectuate the taking of such actions.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of Parent and the Company shall use their respective reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective as promptly as practicable after the date hereof of this Agreement the transactions contemplated by this Agreement, Agreement including (i) preparing and filing with applicable Governmental Entities as promptly as reasonably practicable all necessary applications, notices, disclosures, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all Consents necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”), (ii) as promptly as reasonably practicable taking all steps as may be necessary to obtain all such Governmental Approvals, (iii) the obtaining any of all other necessary Consents required from third parties parties, and (iv) the defending of any lawsuits or other than Governmental Approvalslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement; provided that (x) in connection with no party shall be required to pay (and the Company and its Subsidiaries shall not pay or agree to pay without the prior written consent of Parent) any fee, penalty or other consideration to any third party for any Consent required for the consummation of the transactions contemplated by this Agreement under any Contract and (ivy) the execution and delivery consent of Parent shall be required with respect to any additional instruments necessary amendment or modification to consummate any Contract in connection with obtaining any such Consent that is adverse in any material respect to Parent or the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly cooperate and coordinate with the other in the taking of the actions contemplated by the foregoing clauses (i) – (iv) and supply the other with or any information that may be reasonable required in order to effectuate the taking of such actionsCompany Subsidiary.

Efforts to Consummate. (a) Subject to the terms and conditions herein providedof this Agreement, each of Parent Purchaser, the Company (and the Company shall cause the other Transferred Entities to) and Sellers shall use their respective reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws Law to consummate the Sale and make effective as promptly as practicable after the date hereof the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) preparing and filing with applicable Governmental Entities as promptly as the taking of all acts reasonably practicable all necessary applications, notices, disclosures, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all Consents necessary or advisable cause the conditions precedent set forth in Article VI to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”), satisfied; (ii) as promptly as reasonably practicable the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders, expiration of applicable waiting periods and authorizations from Governmental Entities and third parties and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain all such avoid any Action by any Governmental Approvals, Entity; (iii) obtaining the defending of any Consents required from third parties (other than Governmental Approvals) in connection with Actions, whether judicial or administrative, challenging this Agreement or the consummation of the Sale and the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order, decree, injunction or other agreement entered by this Agreement any court or other Governmental Entity vacated or reversed; and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger Sale and the other transactions contemplated hereby, and to fully carry out the purposes of, this Agreement. In furtherance and not in limitation of the foregoing, each of Purchaser and Sellers shall (A) make or cause to be made the filings, registrations, notices, and declarations required of such Party under the HSR Act and any other Antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement (and, in the case of any filings required under the HSR Act, in no event later than fifteen (15) days from the execution of this Agreement. The Company , unless otherwise agreed to by Purchaser and Parent shallSellers); (B) respond to, subject and comply with, at the earliest practicable date, any inquiries received from any Governmental Entity for additional information and documentary materials received by such Party from the U.S. Federal Trade Commission (the “FTC”) or the Antitrust Division of the U.S. Department of Justice (the “DOJ”), or by any other Governmental Entity (including under any Antitrust Laws), in respect of such filings or such transactions and not extend any waiting period under the HSR Act or enter into any agreement with any such Governmental Entity not to applicable Lawconsummate the transactions contemplated in this Agreement, promptly except with the prior written consent of the other Parties hereto; and (C) act in good faith and reasonably cooperate and coordinate with the other Parties in the taking connection with any such filings (including, if requested by any other Party, to accept all reasonable additions, deletions or changes suggested by such other Party in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any of the HSR Act, the Xxxxxxx Antitrust Act of 1890, as amended, and the rules and regulations promulgated thereunder, the Xxxxxxx Act of 1914, as amended, and the rules and regulations promulgated thereunder, and any other Laws that are designed to prohibit, restrict or regulate actions contemplated by having the foregoing clauses purpose or effect of monopolization or restraint of trade (icollectively, the “Antitrust Laws”) – (iv) and supply the other with respect to any information that may be reasonable required in order to effectuate the taking of such actionsfiling or any such transaction.

Efforts to Consummate. (a) Subject to the terms and conditions herein providedset forth herein, each of Parent including any limitations set forth in Section 5.3, and to applicable Law, the Company shall use their respective its reasonable best efforts to promptly take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective effective, as promptly as practicable after practicable, the date hereof Contemplated Transactions, including the transactions contemplated satisfaction of the applicable conditions set forth in ARTICLE VI; provided, that such efforts shall not require agreeing to any obligations or accommodations (financial or otherwise) binding on the Company Group in the event the Closing does not occur. Parent and Merger Sub acknowledge that certain consents to the Contemplated Transactions or waivers may be required from parties to Contracts to which any member of the Company Group is a party (including any Contracts set forth on Schedule 3.4) and such consents or waivers may not be obtained prior to the Closing. Parent and Merger Sub further agree that no representation, warranty, covenant or agreement of the Company contained herein will be breached or deemed breached and no condition of Parent or Merger Sub will be deemed not to be satisfied as a result of the failure to obtain any such consent or waiver or as a result of any default, acceleration or termination or any Litigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such consent or waiver. Parent shall take all actions necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement, including (i) preparing and filing with applicable Governmental Entities as promptly as reasonably practicable all necessary applications, notices, disclosures, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all Consents necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”), (ii) as promptly as reasonably practicable taking all steps as may be necessary to obtain all such Governmental Approvals, (iii) obtaining any Consents required from third parties (other than Governmental Approvals) in connection with the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly cooperate and coordinate with the other in the taking of the actions contemplated by the foregoing clauses (i) – (iv) and supply the other with any information that may be reasonable required in order to effectuate the taking of such actions.

Efforts to Consummate. (a) Subject to Each of the terms and conditions herein provided, each of Parent and the Company Parties hereto shall use their respective its reasonable best efforts to promptly take, or cause to be taken, all lawful and reasonable actions within such Party’s control and to do, or cause to be done, all lawful and reasonable things necessary, proper or advisable under this Agreement within such Party’s control necessary to fulfill the conditions precedent to the obligations of the other Party(ies) hereunder and applicable Laws to consummate and make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, including (i) preparing and filing with applicable Governmental Entities as promptly as reasonably practicable all necessary applications, notices, disclosures, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all Consents necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”), (ii) as promptly as reasonably practicable taking all steps as may be necessary to obtain all such Governmental Approvals, (iii) obtaining any Consents required from third parties (other than Governmental Approvals) in connection with the consummation of the transactions contemplated by this Agreement and (iv) to cooperate with each other in connection with the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of foregoing. Except as otherwise set forth in this Agreement. The Company , each Party to this Agreement: (a) shall make all filings and Parent shallother submissions (if any) and give all notices (if any) required to be made and given (whether pursuant applicable Law, subject Contract, or otherwise) by such Party in connection with the sale of the Seller Shares and the other transactions contemplated by this Agreement; (b) shall use reasonable best efforts to obtain each Consent (if any) required to be obtained (whether pursuant to applicable Law, promptly cooperate and coordinate Contract, or otherwise) by such Party in connection with the other in the taking sale of the actions Seller Shares or any of the other transactions contemplated by this Agreement, provided that Sellers shall not be required to make any payments (not otherwise legally or contractually owed) (other than customary administrative, processing or similar fees) to third parties to obtain any required Consent; and (c) shall use reasonable best efforts to lift any injunction prohibiting, or any other legal bar to, the foregoing clauses (i) – (iv) and supply sale of the Seller Shares or any of the other with transactions contemplated by this Agreement. Nothing in this Agreement shall be construed as an attempt or an agreement by the Parties to assign or cause the assignment of (or transfer control of) any information that may be reasonable required in order to effectuate Contract or permit which by Law is non-assignable without the taking Consent of any other Person, unless such actionsConsent shall have been given.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of Parent and the Company shall parties hereto will use their respective reasonable best efforts to promptly take, or cause to be taken, all actions action and to do, or cause to be done, all things reasonably necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement (including the satisfaction, but not waiver, of the conditions set forth in ARTICLE II, including the completion of the Contribution and Exchange and the Pre-Merger Restructuring); provided, however, that notwithstanding anything to the contrary contained in this Agreement, including in the case of any consents or approvals of any Persons (iother than a Governmental Body) preparing that may be required in connection with the foregoing or otherwise related to this Agreement or the transactions contemplated hereby, no party hereto will be required to make any payments to any third party to secure any such consent or approval and filing with applicable Governmental Entities as promptly as reasonably practicable all necessary applicationswill not be required to modify any such Contract to which the consent or approval may relate. Without limiting the generality of the foregoing, notices, disclosures, petitions, filings, ruling requestseach of the parties hereto will use reasonable best efforts to make filings or notifications with, and other documents and to obtain as promptly as practicable consents of all Consents Governmental Bodies necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, Agreement. Each of the “parties hereto will promptly inform the other parties hereto of any substantive communication between such party and any Governmental Approvals”), (ii) as promptly as reasonably practicable taking all steps as may be necessary to obtain all such Governmental Approvals, (iii) obtaining Body regarding any Consents required from third parties (other than Governmental Approvals) in connection with the consummation of the transactions contemplated by this Agreement and (iv) Agreement. Without limiting the execution and delivery foregoing, none of the parties hereto, nor any additional instruments necessary of their respective Affiliates, will enter into any agreement with any Governmental Body not to consummate the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shalltransactions contemplated hereby, subject to applicable Law, promptly cooperate and coordinate except with the other in the taking prior written consent of the actions contemplated by the foregoing clauses (i) – (iv) and supply the other with any information that may be reasonable required in order to effectuate the taking of such actionsparties hereto.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of Parent and the Company shall use their respective reasonable best efforts to promptly take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, including (i) preparing and filing with applicable Governmental Entities as promptly as reasonably practicable all necessary applications, notices, disclosures, petitions, filings, ruling requests, requests and other documents and to obtain as promptly as practicable all Consents consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”), ) and (ii) as promptly as reasonably practicable taking all steps as may be necessary to obtain all such Governmental Approvals, (iii) obtaining any Consents required from third parties (other than Governmental Approvals) . In furtherance and not in connection with the consummation limitation of the transactions contemplated foregoing, each party hereto agrees to make all filings required by this Agreement the Securities Act and the Exchange Act and any other applicable federal or state securities Law (iv) the execution and delivery of “Securities Laws”). Each party shall supply as promptly as practicable any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly cooperate and coordinate with the other in the taking of the actions contemplated by the foregoing clauses (i) – (iv) and supply the other with any information or documentation that may be reasonable required in order requested pursuant to effectuate the taking of such actionsSecurities Laws.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of Parent and the Company Each Purchaser shall use their respective reasonable best efforts Reasonable Efforts to promptly take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable in compliance with Applicable Laws to consummate and make effective effective, as promptly soon as practicable after the date hereof reasonably practicable, the transactions contemplated by this Agreementhereby with respect to such Purchaser, including, without limitation, at the request of GAIF, the entering into of the AXX Purchase Agreement Assignment, the Boeing Conversion Contract Assignment and the Boeing Freighter Purchase Agreement Assignment subject to such agreements being reasonably satisfactory to the applicable Purchaser. Without limiting the generality of the foregoing, each Purchaser shall cooperate with each Seller to give all notices, make all material required filings with or applications to Government Entities and use Reasonable Efforts to obtain all material Consents of all third parties, including (i) preparing and filing with applicable Governmental Government Entities as promptly as reasonably practicable all necessary applications, notices, disclosures, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all Consents necessary or advisable to be obtained from any Governmental Entity in order for the Parties to consummate the transactions contemplated by this Agreement (collectivelyherein with respect to such Purchaser. Each Purchaser will promptly use Reasonable Efforts to take, the “Governmental Approvals”)or cause to be taken, (ii) as all actions, and to do, or cause to be done, all things necessary, proper or advisable to promptly as provide any Government Entity or any and all information reasonably practicable taking all steps as may be necessary requested in connection therewith. In addition, each Purchaser agrees to obtain all such Governmental Approvals, (iii) obtaining any Consents required from third parties (other than Governmental Approvals) use Reasonable Efforts to cooperate with GAIF and each Seller in connection with the consummation of foregoing, including using Reasonable Efforts to cause the conditions set forth in Article IX and Section 11.03 to be satisfied and to consummate the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary herein with respect to consummate the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly cooperate and coordinate with the other in the taking of the actions contemplated by the foregoing clauses (i) – (iv) and supply the other with any information that may be reasonable required in order to effectuate the taking of such actionsPurchaser.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of Parent Seller and the Company Buyer shall use their respective reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all reasonable things necessary, reasonably necessary and proper or advisable under this Agreement applicable laws and applicable Laws regulations to consummate and make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreementhereby (including the satisfaction, including (i) preparing but not waiver, of the closing conditions set forth in ARTICLE 7 and filing with applicable obtaining consents of all Governmental Entities as promptly as reasonably practicable all necessary applications, notices, disclosures, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all Consents necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated hereby). The HSR Act filing fee will be paid by Buyer. Each Party shall make an appropriate filing, if necessary, pursuant to the HSR Act (which filing shall specifically request early termination of the waiting period prescribed by the HSR Act) with respect to the transactions contemplated by this Agreement promptly (collectivelyand in any event, within ten (10) Business Days) after the “date of this Agreement and shall supply as promptly as practicable to the appropriate Governmental Approvals”)Entities any additional information and documentary material that may be requested pursuant to the HSR Act. Each of Buyer and Seller shall use its reasonable best efforts to obtain all necessary and appropriate consents, (ii) approvals, waivers, actions, non-actions, or other authorizations from Governmental Entities, with respect to any antitrust clearance under the HSR Act and any foreign antitrust laws, as promptly as reasonably practicable taking all steps as may be necessary practicable, and in any event prior to obtain all Closing, and that any conditions set forth in or established by any such consents, clearances, approvals, waivers, actions, or non-actions or other authorizations from Governmental Approvals, (iii) obtaining any Consents required from third parties (other than Governmental Approvals) in connection with the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary Entities are satisfied on or prior to consummate the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly cooperate and coordinate with the other in the taking of the actions contemplated by the foregoing clauses (i) – (iv) and supply the other with any information that may be reasonable required in order to effectuate the taking of such actionsClosing Date.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of Parent and the Company shall parties hereto agrees to use their respective its reasonable best efforts to promptly take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective consummate, as promptly as practicable after the date hereof practicable, the transactions contemplated by this Agreementhereby, including (i) preparing and filing with applicable Governmental Entities as promptly as reasonably practicable including, but not limited to, the obtaining of all necessary applicationsconsents, noticeswaivers, disclosuresauthorizations, petitionsorders and approvals of third parties, filingswhether private or governmental, ruling requestsrequired of it to enable it to comply with the conditions precedent to consummating the transactions set forth in this Agreement and, and other documents and to obtain as promptly as practicable all Consents necessary or advisable to be obtained from any Governmental Entity in order the case of Pxxxxxx, obtaining financing to consummate the transactions contemplated by this Agreement (collectively, transaction. Each party agrees to cooperate fully with each of the “Governmental Approvals”), (ii) as promptly as reasonably practicable taking all steps as may be necessary other parties in assisting them to obtain all such Governmental Approvals, (iii) obtaining any Consents required from third parties (other than Governmental Approvals) in connection comply with the consummation provisions of this Section, and in the event any claim, action, suit, investigation or other proceeding by any governmental body or other person is commenced which questions the validity or legality of the transactions contemplated by this Agreement and (iv) or seeks damages in connection therewith, the execution and delivery of any additional instruments necessary parties agree to consummate the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly cooperate and coordinate with use their reasonable best efforts to defend against such claim, action, suit, investigation or other proceeding. If an injunction or other order is issued in any such action, suit or other proceeding, the parties agree to use their reasonable best efforts to have such injunction or other order lifted. Notwithstanding the foregoing, no party hereto shall be required to make any substantial payment or incur any material economic burden, other than a payment otherwise required of it, to obtain any consent, waiver, authorization order or approval, and if, despite its efforts, any party is unable to obtain any material consent, waiver, authorization, order or approval, the other parties for whose benefit the consent, waiver, authorization, order or approval is to be obtained may terminate this Agreement and shall have no liability therefor, except as is provided in the taking of the actions contemplated by the foregoing clauses (i) – (iv) and supply the other with any information that may be reasonable required in order to effectuate the taking of such actionsSection 10.2.

Efforts to Consummate. (a) Subject to the terms and conditions herein providedof this Agreement, each of Parent and the Company party shall use their respective its commercially reasonable best efforts to promptly take, take or cause to be taken, taken all actions and to do, do or cause to be done, done all things necessaryrequired under all applicable Laws, proper or advisable under this Agreement Orders and applicable Laws to consummate and make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, including (i) preparing and filing with applicable Governmental Entities as promptly as reasonably practicable all necessary applications, notices, disclosures, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all Consents necessary or advisable to be obtained from any Governmental Entity in order Contracts to consummate the transactions contemplated by this Agreement (collectivelyhereby, the “Governmental Approvals”), (ii) as promptly as reasonably practicable taking including all steps as may be necessary commercially reasonable efforts to obtain or make from or with all Persons all such Governmental Approvalsconsents, (iii) obtaining any Consents approvals, authorizations, waivers, notifications and filings as are required from third parties (other than Governmental Approvals) in connection with to be obtained or made by such party under such Laws, Orders and Contracts for the consummation of the transactions contemplated by this Agreement hereby (including the filing of all notification and reports forms and other information required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (iv) the execution and delivery "HSR Act")); provided however that nothing contained ------- -------- ------- herein shall require the Purchaser to undertake any action, including the divestiture of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shallassets or properties, subject to applicable Law, promptly cooperate and coordinate with the other in the taking of the actions contemplated by the foregoing clauses (i) – (iv) and supply the other with any information that may be reasonable required in order to effectuate obtain the taking consent or approval of such actionsthe United States Federal Trade Commission or Department of Justice for the consummation of the transactions contemplated hereby. The Seller Group shall take or cause to be taken all actions and do or cause to be done all things required to extinguish at or prior to the Closing all indebtedness owed by the Companies and to release any and all Encumbrances on or affecting the Purchased Assets.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of Parent and the Company Parties shall use their respective reasonable best efforts to promptly take, or cause to be taken, all actions action and to do, or cause to be done, all things reasonably necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement (including the satisfaction, but not waiver, of the closing conditions set forth in Article 7); provided, however, that, notwithstanding anything to the contrary contained in this Agreement, including (i) preparing in the case of any Consents from any third party that may be required in connection with the foregoing, Sellers, the Holding Companies and filing their respective Affiliates (including the Group Companies) shall not be required to seek or obtain from any third party any such Consent, unless otherwise agreed in writing by the Seller Representative, or make, or cause to be made, any payments to any third party to secure any such Consent and shall not be required to modify any such contract or agreement to which the Consent may relate in any material respect, and (ii) for the avoidance of doubt, none of Sellers or any of their Affiliates (including, prior to the Closing, the Holding Companies and the Group Companies) shall have any liabilities arising out of or relating to any contracts or arrangements set forth in Section 3.5 of the Seller Schedules or Section 4.3 of the Seller Schedules which it does not seek or obtain in connection with applicable the transactions prior to the Closing. Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain consents of all Governmental Entities as promptly as reasonably practicable all necessary applications, notices, disclosures, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all Consents necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectivelyAgreement. All costs incurred in connection with obtaining such consents, including, if applicable, the “Governmental Approvals”)HSR Act filing fee, (ii) as promptly as reasonably practicable taking all steps as may shall be necessary to obtain all such Governmental Approvalsborne by HYAC; provided, (iii) obtaining any Consents required from third parties (however, that each Party shall bear its out-of-pocket costs and expenses of its own legal counsel and other than Governmental Approvals) advisors or consultants in connection with the consummation preparation of any such filings or consents. Each Party shall make, or cause to be made, to the extent necessary, an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement promptly (and in any event, the filing under the HSR Act within ten Business Days) after the date of this Agreement (unless filed prior to the date of this Agreement) and shall respond as promptly as practicable to any requests by the appropriate Governmental Entities for additional information and documentary material pursuant to the HSR Act, if applicable. Each Party shall promptly inform the other Parties of any communication between such Party and any Governmental Entity regarding any of the transactions contemplated by this Agreement Agreement. Without limiting the foregoing, if applicable, each Party and (iv) their respective Affiliates shall not extend any waiting period, review period or comparable period under the execution and delivery of HSR Act or enter into any additional instruments necessary agreement with any Governmental Entity not to consummate the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shalltransactions contemplated hereby, subject to applicable Law, promptly cooperate and coordinate except with the prior written consent of the other Parties. Nothing in this Section 6.2 obligates any Party or any of its Affiliates to agree to (A) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of any Group Company or any entity, facility or asset of such Party or any of its Affiliates, (B) terminate, amend or assign existing relationships and contractual rights or obligations, (C) amend, assign or terminate existing licenses or other agreements, or (D) enter into new licenses or other agreements. No Party shall agree to any of the foregoing measures with respect to any other Party or any of its Affiliates (including, in the taking case of the actions contemplated by Sellers, the foregoing clauses (i) – (iv) and supply the Group Companies), except with such other with any information that may be reasonable required in order to effectuate the taking of such actionsParty’s prior written consent.

Efforts to Consummate. (a) Subject to the terms and conditions herein providedSection 4.8, each of Parent and the Company parties hereto (other than the Stockholders’ Representative) shall use their respective its reasonable best efforts to promptly take, or cause to be taken, all lawful and reasonable actions within such party’s control and to do, or cause to be done, all lawful and reasonable things necessary, proper or advisable under this Agreement within such party’s control necessary to fulfill the conditions precedent to the obligations of the other parties hereunder and applicable Laws to consummate and make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, including (i) preparing and filing with applicable Governmental Entities as promptly as reasonably practicable all necessary applications, notices, disclosures, petitions, filings, ruling requests, and other documents Transactions and to obtain as promptly as practicable all Consents necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”), (ii) as promptly as reasonably practicable taking all steps as may be necessary to obtain all such Governmental Approvals, (iii) obtaining any Consents required from third parties (cooperate with each other than Governmental Approvals) in connection with the consummation foregoing. Without limiting the generality of the transactions contemplated by foregoing, but subject to Section 4.8, each party to this Agreement (other than the Stockholders’ Representative): (a) shall make all filings and other submissions (ivif any) the execution and delivery of any additional instruments necessary give all notices (if any) required to consummate be made and given by such party in connection with the Merger and the other Transactions; and (b) shall use reasonable best efforts to fully carry out the purposes of this Agreement. The Company and Parent shallobtain each consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, subject to applicable Law, promptly cooperate and coordinate or otherwise) by such party in connection with the other in the taking Merger or any of the actions contemplated other Transactions. In addition, each of the Company, Parent and Merger Sub shall use their reasonable best efforts to lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Transactions. Nothing in this Agreement shall be construed as an attempt or an agreement by the foregoing clauses (i) – (iv) and supply Company or any of its Subsidiaries to assign or cause the assignment of any Contract or Permit which is by Legal Requirement non-assignable without the consent of the other with any information that may be reasonable required in order to effectuate the taking of party or parties thereto, unless such actionsconsent shall have been given.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of Parent and the Company Party shall use their respective reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under this Agreement Applicable Law and applicable Laws regulations to consummate and make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, hereby (including (ix) preparing and filing with applicable Governmental Entities as promptly as reasonably practicable all necessary applicationsthe satisfaction, noticesbut not waiver, disclosuresof the closing conditions set forth in Article 10, petitions, filings, ruling requests, and other documents and to obtain (y) obtaining as promptly as practicable all Consents consents, approvals, registrations, authorizations, waivers and permits necessary or advisable to be obtained from any third party or any Governmental Entity in order Authorities and the expiration or termination of all applicable waiting periods under applicable Antitrust Laws necessary to consummate the transactions contemplated by hereby, and (z) satisfying (and making commercially reasonable arrangements with third parties in order to satisfy) the applicable initial listing requirements of the Qualified Stock Exchange and obtaining approval for listing the Company Ordinary Shares and Company Warrants issued pursuant to this Agreement (collectivelyon a Qualified Stock Exchange). Subject to Section 12.06, the “Governmental Approvals”), (ii) as promptly as reasonably practicable taking all steps as may be necessary to obtain all such Governmental Approvals, (iii) obtaining any Consents required from third parties (other than Governmental Approvals) costs incurred in connection with obtaining such consents of all Governmental Authorities, such expiration or termination of all applicable waiting periods under applicable Antitrust Laws, including any filing fees in connection with any Antitrust Law, and any fees associated with obtaining approval for listing the consummation of the transactions contemplated by Company Ordinary Shares and Company Warrants issued pursuant to this Agreement and (iv) on a Qualified Stock Exchange, shall be paid 50% by the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly cooperate and coordinate with the other in the taking of the actions contemplated 50% by the foregoing clauses (i) – (iv) and supply the other with any information that may be reasonable required in order to effectuate the taking of such actionsBSAQ.