Common use of Efforts to Consummate Clause in Contracts

Efforts to Consummate. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate, as promptly as practicable, the transactions contemplated hereby, including, but not limited to, the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section. Notwithstanding the foregoing, neither party shall be required to initiate any litigation, make any substantial payment or incur any material economic burden, except for a payment otherwise required of it, to obtain any consent, waiver, authorization, order or approval, and if, despite such efforts, either party is unable to obtain any consent, wavier, authorization, order of approval the other party may terminate this Agreement and shall have no liability therefor.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of the parties party hereto agrees to without payment or further consideration shall use its reasonable best reasonable, good faith efforts to take, take or cause to be taken, taken all action and to do, do or cause to be done, done all things necessary, proper or advisable under applicable laws and regulations to consummateconsummate and make effective, as promptly soon as reasonably practicable, the transactions contemplated herebyContemplated Transactions, including, but not limited to, the obtaining of all necessary consents, waivers, authorizations, orders and approvals of any third partiesparty, whether private or governmental, required in connection with such party's performance of it to enable it to comply with the conditions precedent to consummating the such transactions contemplated by this Agreement. Each and each party agrees to hereto shall cooperate fully with the other party in assisting it to comply with this Sectionall of the foregoing. Notwithstanding anything to the foregoingcontrary contained in this Agreement, neither party Buyer shall not be required to initiate undertake any litigation, make any substantial payment or incur any material economic burden, except for a payment otherwise required measures which in the reasonable opinion of it, Buyer are extraordinary to obtain any consentsuch approvals or consents, waiverincluding, authorizationwithout limitation, order under no circumstances shall Buyer be required to (a) make any payments to any person or approvalparty from whom such consents or approvals are sought, as consideration therefor; or (b) except as Buyer may otherwise agree in writing (and if, despite such efforts, either party is unable to obtain any consent, wavier, authorization, order of approval the other party may terminate this Agreement and Buyer shall have no liability thereforobligation to so agree), accept any changes in the terms of the document or instrument for which a consent, approval or waiver is sought or (c) alter or modify its capital or debt structure or any term or provision contained in any agreement relating thereto.

Efforts to Consummate. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action action, and to do, or cause to be done, all things necessary, proper or advisable to consummate, consummate this transaction as promptly as practicable, the transactions contemplated hereby, including, but not limited to, the obtaining of all necessary consents, waivers, authorizations, orders and waivers or approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with the provisions of this Section, and Sellers agree to take such steps as may be necessary to remove any Encumbrances (other than imperfections of title permitted by this Agreement) which affect the Purchased Assets. Notwithstanding the foregoing, neither no party hereto shall be required to initiate any litigation, make any substantial payment or incur any material economic burden, except for a payment otherwise then required of it, to obtain any consent, waiver, authorization, order or approval, and if, despite such its efforts, either any party is unable to obtain any consent, wavierwaiver or approval, authorization, order of approval the other party may terminate this Agreement and shall have no liability therefortherefor except as is provided in Article XII.

Efforts to Consummate. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate, as promptly as practicable, the transactions contemplated hereby, including, but not limited to, the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section. Notwithstanding the foregoing, neither party shall be required to initiate any litigation, make any substantial payment or incur any material economic burden, except for a payment otherwise required of it, to obtain any consent, waiver, authorization, order or approval, and if, despite such efforts, either party is unable to obtain any consent, wavierwaiver, authorization, order of approval the other party may terminate this Agreement and shall have no liability therefor.therefor except as is provided in Section 8.2. - 40 -

Efforts to Consummate. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action action, and to do, or cause to be done, all things necessary, proper or advisable to consummate, as promptly as practicable, the transactions contemplated hereby, including, but not limited to, the obtaining of all necessary consents, waivers, authorizations, orders and waivers or approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with the provisions of this Section, and Seller agrees to take such steps as may be necessary to remove any Encumbrances (other than imperfections of title permitted by this Agreement) which affect the Purchased Assets. Notwithstanding the foregoing, neither no party hereto shall be required to initiate any litigation, make any substantial payment or incur any material economic burden, except for a payment otherwise then required of it, to obtain any consent, waiver, authorization, order or approval, and if, despite such its efforts, either any party is unable to obtain any consent, wavierwaiver or approval, authorization, order of approval the other party may terminate this Agreement and shall have no liability therefor.therefor except as is provided in Article X.