Common use of Cooperation and Efforts Clause in Contracts

Cooperation and Efforts. Upon the terms and subject to the conditions set forth in this Agreement, the Parties hereto shall cooperate with each other and use (and shall cause their respective Affiliates and Subsidiaries to use) their respective commercially reasonable efforts to (i) take or cause to be taken all actions reasonably necessary or advisable on their part under this Agreement to consummate the Transactions as promptly as reasonably practicable in accordance with this Agreement, (ii) execute, acknowledge and deliver in proper form any further documents, certificates, agreements and other writings, and take such other action as such other Party or Parties may reasonably require, in order to effectively carry out the intent of the Transaction Documents, (iii) make or cause to be made all registrations, filings, notifications, submissions and applications with, to give all notices to and to obtain any consents, governmental transfers, approvals, orders, qualifications and waivers from any Governmental Entity necessary for the consummation of the Transactions, (iv) not to take any action prior to the Closing that would reasonably be expected to prevent, materially impair or materially delay the consummation of the Transactions, except to the extent such action is otherwise expressly contemplated by this Agreement or required by the Bid Procedures, (v) cooperate with the other Parties and take such actions as such other Parties may reasonably request in connection with the consummation of the Transactions and (vi) cause the fulfillment at the earliest practicable date of all of the conditions to their respective obligations to consummate the Transactions.

Cooperation and Efforts. Upon the terms and subject to the conditions set forth in this Agreement, the Parties hereto Seller and the Buyer shall cooperate with each other and use (and shall cause their respective Affiliates and Subsidiaries to use) their respective commercially reasonable best efforts to (i) take or cause to be taken all actions reasonably necessary or advisable on their part under this Agreement to consummate the Transactions as promptly as reasonably practicable in accordance with this Agreement, (ii) execute, acknowledge and deliver in proper form any further documents, certificates, agreements and other writings, and take such other action as such other Party or Parties may reasonably require, in order to effectively carry out the intent of the Transaction DocumentsDocuments (including the Organizational Document Amendments), (iii) make or cause to be made all registrations, filings, notifications, submissions and applications with, to give all notices to and to obtain any consents, governmental transfers, approvals, orders, qualifications and waivers from any Governmental Entity necessary for the consummation of the Transactions, (iv) not to take any action prior to the Closing that would reasonably be expected to prevent, materially impair or materially delay the consummation of the Transactions, except to the extent such action is otherwise expressly contemplated by this Agreement or required by the Bid ProceduresAgreement, (v) make or cause to be made all actions reasonably necessary (including the Organizational Document Amendments) to ensure that (A) the Seller shall solely be responsible for funding any general partner “give back” or “clawback” or similar Liabilities arising under the Fund Documentation or the Organizational Documents of the General Partner Entities that attach to Carried Interest or other amounts distributed to the General Partner Entities and received by the Seller prior to the Closing and (B) the Buyer and its Affiliates shall have the right to set off any portion of such amounts owed by the Seller in accordance with such Liabilities against any other distributions otherwise to be made to Seller in respect of its retained interest in the relevant General Partner Entity, (vi) cooperate with the other Parties Party and take such actions as such other Parties Party may reasonably request in connection with the consummation of the Transactions (including to effectuate that following the Closing, (A) Buyer (or its Affiliates) shall, directly or indirectly, have (x) the sole and full ownership of the Track Record, and the Books and Records of the Target Companies and General Partner Entities solely to the extent necessary to support the Track Record, and shall have (y) the right to reference the Track Record (including any “related performance” of one or more of the Sponsored Funds) and the related Books and Records in a manner consistent with applicable Law, in each case of clauses (x) and (viy), to the extent reasonably necessary for the operation of the businesses of the Target Companies, General Partner Entities and the Sponsored Funds and (B) the Seller and its Affiliates shall not be permitted to reference the Track Record for use in any business that provides actively managed investment advisory services; provided, however Seller and its Affiliates shall be permitted to reference any pre-Closing Track Record in all other contexts in a manner consistent with applicable Law, (vii) cooperate with the Buyer and provide all registrations, filings, notifications, submissions and applications and execute, acknowledge and deliver in proper form any documents, certificates, agreements and other writings with respect to any compliance or regulatory requirements as reasonably requested by the Buyer, in each case, to the extent necessary for the Buyer and each Target Company, General Partner Entity and Sponsored Fund to comply with applicable Law, and (viii) cause the fulfillment at the earliest practicable date of all of the conditions to their respective obligations to consummate the Transactions.

Cooperation and Efforts. Upon the terms and subject to the conditions set forth in this Agreement, the Parties hereto Seller and the Buyer shall cooperate with each other and use (and shall cause their respective Affiliates and Subsidiaries to use) their respective commercially reasonable efforts to (i) take or cause to be taken all actions reasonably necessary or advisable on their part under this Agreement to consummate the Transactions as promptly as reasonably practicable in accordance with this Agreementthe Bid Procedures, (ii) execute, acknowledge and deliver in proper form any further documents, certificates, agreements and other writings, and take such other action as such other Party or Parties may reasonably require, in order to effectively carry out the intent of the Transaction Documents, (iii) make or cause to be made all registrations, filings, notifications, submissions and applications with, to give all notices to and to obtain any consents, governmental transfers, approvals, orders, qualifications and waivers from any Governmental Entity necessary for the consummation of the Transactions, (iv) not to take any action prior to the Closing that would reasonably be expected to prevent, materially impair or materially delay the consummation of the Transactions, except to the extent such action is otherwise expressly contemplated by this Agreement or required by the Bid Procedures, (v) cooperate with the other Parties Party and take such actions as such other Parties Party may reasonably request in connection with the consummation of the Transactions and (vi) cause the fulfillment at the earliest practicable date of all of the conditions to their respective obligations to consummate the Transactions.