Common use of All Reasonable Efforts and Further Assurances Clause in Contracts

All Reasonable Efforts and Further Assurances. Subject to the respective rights and obligations of SumTotal and Pathlore under this Agreement: (a) Each of the parties to this Agreement shall use all reasonable efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Pathlore or SumTotal or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Mergers required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws and (B) any other applicable law, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Pathlore and SumTotal shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. Pathlore and SumTotal shall use all their respective reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the California Permit application or Information Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, Pathlore and SumTotal agree that nothing contained in this Section 5.10(a) shall modify or affect their respective rights and responsibilities under Section 5.10(b). (b) Each of the parties to this Agreement shall cause each of their respective Subsidiaries, to cooperate and to use all their respective reasonable efforts to obtain any government clearances or approvals required for Closing under any federal, state or foreign law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade reasonably determined by the parties to apply (collectively “Antitrust Laws”), if any, to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to each use all reasonable efforts to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order that restricts, prevents or prohibits the consummation of the Mergers or any other transactions contemplated by this Agreement under any Antitrust Law, provided, that, nothing in this Section 5.10 (including the parties’ efforts to obtain the California Permit) shall require either Pathlore or SumTotal (i) to license, sell, divest or dispose of any material assets or businesses of SumTotal or Pathlore or any of their respective Subsidiaries or (ii) otherwise take or commit to take any action that limits in any material respect the freedom of action with respect to, or the ability to retain, any of the assets or business of Pathlore or SumTotal or their respective Subsidiaries. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law. (c) Pathlore agrees to cooperate and use all reasonable efforts to assist SumTotal (with SumTotal bearing any third-party costs incurred by Pathlore specifically requested by SumTotal to be incurred by Pathlore to comply with this covenant) in connection with the implementation and assessment of internal controls over financial reporting under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and to take such other actions reasonably requested by SumTotal to further comply with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder by the SEC and Nasdaq.