Common use of Efforts Clause in Contracts

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, and the Xxxxxx Parties shall cause the other Xxxxxx Group Entities to, use their commercially reasonable efforts (subject to, and in accordance with, applicable Law) to take promptly, or to cause to be taken, all actions, and to do promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby. In addition, Parent shall use its reasonable best efforts to obtain the Funding in accordance with the Funding Commitments.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, and the Xxxxxx Parties shall cause the other Xxxxxx Group Entities to, use their commercially its reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptly, or to cause to be taken, all actions, and to do promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents consents, clearances, approvals, and approvals expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated hereby and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby. In addition; provided, Parent however, that in no event shall use Parent, Merger Sub, the Company or any of its reasonable best efforts Subsidiaries be required to pay prior to the Effective Time any fee, penalties or other consideration to any third party to obtain any consent or approval required for the Funding in accordance with consummation of the Funding CommitmentsMerger under any Contract.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, and the Xxxxxx Parties shall cause the other Xxxxxx Group Entities to, use their commercially its reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptlytake, or to cause to be taken, all actions, and to do promptlydo, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Laws and regulations or otherwise to consummate and make effective the Merger and the other transactions contemplated herebyTransactions as promptly as practicable, including (i) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents consents, clearances, approvals, and approvals expirations or terminations of waiting periods from Governmental Entities Authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental EntityAuthority, including, without limitation, in connection with any Regulatory Law (all of the foregoing, collectively, the “Governmental Consents”), (ii) the delivery of required notices to, and the obtaining of all necessary consents, approvals or waivers from third parties, and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (iv) Transactions; provided that in no event shall the execution and delivery Company or any of the Company Subsidiaries be required to pay prior to the Closing any additional instruments reasonably necessary fee, penalty or other consideration to consummate any third party for any consent or approval required for the transactions contemplated hereby. In addition, Parent shall use its reasonable best efforts to obtain consummation of the Funding in accordance with the Funding CommitmentsTransactions under any contract or agreement.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, and the Xxxxxx Parties shall cause the other Xxxxxx Group Entities to, use their commercially all reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptly, or to cause to be taken, all actions, and to do promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger Mergers and the other transactions contemplated herebyby this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents consents, clearances, approvals, and approvals expirations or terminations of waiting periods, including the Galaxy Specified Approvals and the Mars Specified Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Mergers and the other transactions contemplated hereby by this Agreement and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby. In additionby this Agreement; provided, Parent however, that in no event shall use Galaxy or any of its reasonable best efforts Subsidiaries, or Mars or any of its Subsidiaries or Holdco be required to obtain pay prior to the Funding in accordance with Effective Time any fee, penalty or other consideration to any third party for any consent or approval required for the Funding Commitmentsconsummation of the transactions contemplated by this Agreement under any contract or agreement.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, and the Xxxxxx Parties Company shall cause each of the other Xxxxxx Group Entities Company Subsidiaries to, use their commercially its reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptly, or to cause to be taken, all actions, and to do promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby. In addition, Parent shall use its reasonable best efforts to obtain the Funding in accordance with the Funding Commitments.

Efforts. (a) Subject to the terms and conditions set forth in provisions of this Agreement, each of the parties hereto shall, and the Xxxxxx Parties shall cause the other Xxxxxx Group Entities to, use their its commercially reasonable efforts (subject to, and in accordance with, applicable Law) to take promptly, or to cause to be taken, all actions, and to do promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated herebyTransactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents consents, clearances, approvals and approvals expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, ; (ii) the obtaining of all necessary consents, approvals or waivers from third parties, ; (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated hereby hereby; and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby. In addition; provided, Parent however, that in no event shall use its reasonable best efforts the Company be required to pay prior to the Effective Time any fee, penalties or other consideration to any third party to obtain any consent or approval required for the Funding in accordance with consummation of the Funding CommitmentsMerger under any Contract.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto Company and Parent shall, and the Xxxxxx Parties shall cause the other Xxxxxx Group Entities their respective Affiliates to, cooperate with each other and use their commercially reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptlytake, or to cause to be taken, all actions, actions and to do promptlydo, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective the Merger and the other transactions contemplated herebyby this Agreement as promptly as practicable, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third partiesThird Parties, (ii) preparing and filing as promptly as practicable after the date hereof with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, financial statements, records, applications and other documents, in each case, to the extent applicable, (iii) obtaining and maintaining all approvals, consents, registrations, Permits, authorizations, licenses, waivers and other confirmations required to be obtained from any Governmental Authority that are necessary to consummate the transactions contemplated by this Agreement, (iv) defending of or contesting any lawsuits action, suit or other legal proceedings, whether judicial or administrative, proceeding challenging this Agreement or the consummation of the transactions contemplated hereby and (ivv) the execution executing and delivery of delivering any additional instruments reasonably necessary to consummate the transactions contemplated hereby. In addition, Parent shall use its reasonable best efforts to obtain the Funding in accordance with the Funding Commitments.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, and the Xxxxxx Parties shall cause the other Xxxxxx Group Entities to, use their its commercially reasonable efforts (subject to, and in accordance with, applicable Law) to take promptly, or to cause to be taken, all actions, and to do promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated herebyby this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents consents, clearances, approvals, and approvals expirations or terminations of waiting periods, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of using its commercially reasonable efforts to obtain all necessary consents, approvals or waivers from third parties, (iii) subject to Section 7.5, the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated hereby by this Agreement and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby. In additionby this Agreement; provided, however, that in no event shall the Company, its Subsidiary, Parent shall use its reasonable best efforts or Merger Sub be required to obtain pay any fee, penalty or other consideration to any third party for any consent or approval required for the Funding in accordance with consummation of the Funding Commitmentstransactions contemplated by this Agreement under any contract or agreement.

Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto shall, and the Xxxxxx Parties shall cause the other Xxxxxx Group Entities to, use their its commercially reasonable efforts (subject to, and in accordance with, applicable Law) to take promptlytake, or to cause to be taken, all actions, and to do promptlydo, or to cause to be done, and to assist and to cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective the Merger and the other transactions contemplated herebyby this Agreement as promptly as practicable, including including: (i) the obtaining preparation and filing as promptly as practicable of all necessary actions or nonactionsapplications, waiversnotices, consents petitions, registrations, filings, ruling requests, and approvals from Governmental Entities and the making of all necessary registrations and filings other documents, and the taking of all steps as may be necessary necessary, to obtain an approval as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or waiver from, or advisable to avoid an action or proceeding by, be obtained from any Governmental EntityAuthority in order to (A) consummate the transactions contemplated by this Agreement and (B) ensure that each of the material Permits required to conduct the Acquired Business as currently conducted shall remain in full force and effect upon Closing, (ii) the obtaining of all other necessary consents, approvals Consents or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedingsprovided that, whether judicial or administrative, challenging except as otherwise provided in this Agreement or agreed by the consummation Parties, none of the transactions contemplated hereby Buyer, the Seller, the Company or its Subsidiaries shall be obligated to make any payment to any third party in connection with seeking such Consents or waivers or shall have any liability for failure to obtain any such Consents or waivers, unless otherwise arising from the breach of this Section 6.4(a), and (iviii) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby. In addition, Parent shall use its reasonable best efforts to obtain the Funding in accordance with the Funding Commitmentsby this Agreement.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, and the Xxxxxx Parties shall cause the other Xxxxxx Group Entities to, use their all commercially reasonable efforts (subject to, and in accordance with, applicable Law) to take promptly, or to cause to be taken, all actions, and to do promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger Mergers and the other transactions contemplated herebyby this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents consents, clearances, approvals, and approvals expirations or terminations of waiting periods, including the Vowel Specified Approvals and the Consonant Specified Approvals, from Governmental Entities Authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental EntityAuthority, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby. In additionby this Agreement; provided, Parent however, that, except as otherwise expressly provided in this Agreement, in no event shall use Vowel or any of its reasonable best efforts Subsidiaries, or Consonant or any of its Subsidiaries or Holdco be required to obtain pay prior to the Funding Effective Time any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any contract or agreement in accordance with the Funding Commitmentsexcess of $500,000.

Efforts. (a) Subject to the terms and conditions set forth in hereof (including the remainder of this AgreementSection 3.1) and the other Transaction Documents, each of the parties hereto shall, and the Xxxxxx Parties party shall cause the other Xxxxxx Group Entities to, use their commercially its reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptlytake, or to cause to be taken, all actions, actions and to do promptlydo, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable desirable under Applicable Law to consummate carry out the provisions hereof and make effective the Merger thereof and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary give effect to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebythereby. In additionfurtherance and not in limitation of the foregoing, Parent each of the parties shall (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its reasonable best efforts to obtain the Funding as promptly as practicable and advisable (as determined in good faith by Amazon in accordance with the Funding Commitmentsfirst sentence of Section 3.1(d)) all exemptions, authorizations, consents or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents, which, for the avoidance of doubt, shall include providing, as promptly as practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents or approvals and to make all such filings and give such notices; provided, that nothing in this Section 3.1(a) shall require either party to expend any money, bring any claim, action or proceeding or offer or grant any accommodation (financial or otherwise) to any third party to obtain any such exemptions, authorizations, consents or approvals or to make any such filings or notices (other than the payment of customary fees and expenses).

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, and the Xxxxxx Parties shall cause the other Xxxxxx Group Entities to, use their commercially its reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptly, or to cause to be taken, all actions, and to do promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated herebyTransactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents consents, clearances, approvals, and approvals expirations or terminations of waiting periods, including the Specified Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby. In additionTransactions; provided, Parent however, that in no event shall use its reasonable best efforts Parent, the Company, or any of their respective Subsidiaries be required to obtain pay prior to the Funding in accordance with Effective Time any fee, penalty or other consideration to any third party for any consent or approval required for the Funding Commitmentsconsummation of the Transactions under any Contract or agreement.

Efforts. (a) 5.1 Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall, Company and the Xxxxxx Parties Bidder shall (and shall cause the other Xxxxxx Group Entities their respective Subsidiaries to, ) each use their commercially reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptlytake, or to cause to be taken, all actions, actions and to do promptlydo, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable law to consummate and make effective the Merger and the other transactions contemplated herebyby this Agreement as promptly as practicable, including including, but without prejudice to the confirmation and representation of the Bidder to the Company set forth in Section 2.2, (ia) the obtaining of all necessary actions or nonactionsactions, waivers, registrations, permits, authorizations, orders, consents and approvals from any governmental authority in the U.S., Belgium, Germany or otherwise (“Governmental Entities Authority”), the expiry or early termination of any applicable waiting periods, and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of any and all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental EntityAuthorities, (iib) the delivery of required notices to, and the obtaining of all necessary consents, approvals required consents or waivers from from, third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of parties necessary to consummate the transactions contemplated hereby by this Agreement and (ivc) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby. In addition, Parent shall use its reasonable best efforts by this Agreement and to obtain fully carry out the Funding in accordance with the Funding Commitmentspurposes of this Agreement.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shallCompany and its Subsidiaries, Parent and Merger Sub shall use, and the Xxxxxx Parties Parent shall cause the other Xxxxxx Group Entities toGuarantors to use, use their commercially respective reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptly, or to cause to be taken, all actions, and to do promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated herebyby this Agreement as soon as practicable and in any event prior to the End Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents consents, clearances, approvals, and approvals expirations or terminations of waiting periods, including the Specified Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, parties and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby. In additionby this Agreement; provided, however, that in no event shall the Company, any of its Subsidiaries, Parent shall use its reasonable best efforts or Merger Sub be required to obtain pay any fee, penalty or other consideration to any third party for any consent or approval required for the Funding in accordance with consummation of the Funding Commitmentstransactions contemplated by this Agreement under any contract or agreement.

Efforts. (a) Subject to the terms and conditions set forth in this Agreementherein and to applicable Legal Requirements, each of the parties hereto shall, to this Agreement and the Xxxxxx Parties their Subsidiaries and Affiliates shall cause the other Xxxxxx Group Entities to, cooperate and use their commercially its respective reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptlytake, or to cause to be taken, all actionsappropriate action, and to do promptlydo, or to cause to be done, and to assist and to cooperate with the other parties to this Agreement, including their Subsidiaries and Affiliates, in doing, all things necessary, proper or advisable to cause the conditions to the Closing set forth in Article IX to be satisfied as promptly as reasonably practicable or to effect the Closing and consummate and make effective the Merger and the other transactions contemplated herebyhereby as promptly as reasonably practicable, including (i) the obtaining of making all necessary actions Filings with Governmental Authorities or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entitythird parties, (ii) obtaining all necessary, proper or advisable Consents, registrations, notices and applications as required by any Governmental Authority or applicable Legal Requirement or as required by any Contract, lease or agreement, including those disclosed in Schedule 4.13(a) of the obtaining of all necessary consents, approvals or waivers from third partiesCompany Disclosure Schedules and Schedule 9.1(b), (iii) obtaining the defending Required Company Statutory Approvals and all other Consents of any lawsuits Governmental Authorities that are necessary or other legal proceedingsproper to consummate the Merger, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (iv) the execution executing and delivery of delivering any additional instruments reasonably necessary that are necessary, proper or advisable to consummate the transactions contemplated hereby. In addition, Parent shall use its reasonable best efforts to obtain the Funding in accordance with the Funding CommitmentsMerger.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, the Company and Parent shall cooperate with each of the parties hereto shall, other and the Xxxxxx Parties shall cause the other Xxxxxx Group Entities to, use their commercially reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptlytake, or to cause to be taken, all actions, actions and to do promptlydo, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective the Merger and the other transactions contemplated herebyhereby and by the Ancillary Agreements to which it is party to as reasonably promptly as practicable, including (i) preparing and filing as reasonably promptly as practicable after the obtaining of date hereof with any Governmental Authority all documentation to effect all necessary actions or nonactionsfilings, waiversnotices, consents petitions, statements, registrations, submissions of information, financial statements, records, applications and approvals from Governmental Entities and other documents, in each case, to the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entityextent applicable, (ii) the obtaining of and maintaining all necessary approvals, consents, approvals registrations, Permits, authorizations, licenses, waivers and other confirmations required to be obtained from any Governmental Authority, any Third Party or waivers from third parties, any Affiliate of the Company that are necessary or advisable in order to consummate the transactions contemplated hereby and by the Ancillary Agreements to which it is party to and (iii) the defending of or contesting any lawsuits action, suit or other legal proceedings, whether judicial or administrative, proceeding challenging this Agreement or the consummation of the transactions contemplated hereby and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby. In addition, Parent shall use its reasonable best efforts to obtain the Funding in accordance with the Funding Commitments.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, and the Xxxxxx Parties shall cause the other Xxxxxx Group Entities its Subsidiaries to, use their commercially its reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptly, or to cause to be taken, all actions, and to do promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals approvals, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby. In addition; provided, Parent however, that in no event shall use the Company or any of its reasonable best efforts Subsidiaries be required to pay prior to the Effective Time any fee, penalties or other consideration to any third party to obtain any consent or approval required for the Funding in accordance with consummation of the Funding CommitmentsMerger under any Contract (other than de minimis amounts or if Parent and Merger Sub have provided adequate assurance of repayment).

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, and the Xxxxxx Parties shall cause the other Xxxxxx Group Entities to, use their all commercially reasonable efforts (subject to, and in accordance with, applicable Law) to take promptly, or to cause to be taken, all actions, and to do promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated herebyby this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents consents, clearances, approvals, and approvals expirations or terminations of waiting periods, including the Specified Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated hereby by this Agreement and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby. In additionby this Agreement; provided, Parent however, that in no event shall use the Company or any of its reasonable best efforts Subsidiaries be required to obtain pay prior to the Funding in accordance with Effective Time any fee, penalty or other consideration to any third party for any consent or approval required for the Funding Commitmentsconsummation of the transactions contemplated by this Agreement under any contract or agreement.

Efforts. (a) Subject to the terms and conditions set forth in provisions of this Agreement, each of the parties hereto shall, and the Xxxxxx Parties shall cause the other Xxxxxx Group Entities to, use their commercially its reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptly, or to cause to be taken, all actions, and to do promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated herebyTransactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents consents, clearances, approvals and approvals expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, ; (ii) the obtaining of all necessary consents, approvals or waivers from third parties, ; (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated hereby hereby; and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby. In addition; provided, Parent however, that in no event shall use its reasonable best efforts the Company be required to pay prior to the Effective Time any fee, penalties or other consideration to any third party to obtain any consent or approval required for the Funding consummation of the Merger under any Contract unless Parent agrees to reimburse the Company for such amounts if the Merger is terminated in accordance with the Funding Commitmentsprovisions of Section 7.1.

Efforts. (ai) Subject Upon and subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, and the Xxxxxx Parties shall cause the other Xxxxxx Group Entities to, agrees to use their commercially its reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptlytake, or to cause to be taken, all actions, and to do promptlydo, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective effective, and satisfy all conditions to, in the Merger and most expeditious manner practicable, the other transactions contemplated herebyTransactions, including (iA) the obtaining of all necessary actions or nonactions, waivers, consents and approvals approvals, including the Required Regulatory Approvals, from Governmental Entities Authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental EntityAuthority, (iiB) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiC) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby Transactions and (ivD) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby. In additionTransactions; provided, Parent however, that in no event shall use the Company or any of its reasonable best efforts subsidiaries be required to obtain pay prior to the Funding in accordance with Effective Time any fee, penalty or other consideration to any third party for any consent or approval required for the Funding Commitmentsconsummation of the Transactions under any contract or agreement.