Common use of Cooperation and Efforts Clause in Contracts

Cooperation and Efforts. From the date hereof until the Closing or the termination of this Agreement in accordance with Article X, Sellers and Buyer agree (i) to cooperate with each other with respect to obtaining the Bidding Procedures Order and the Sale Order in accordance with the timeframe set forth in this Agreement; (ii) to cooperate with each other in determining whether any filings are required to be made or consents are required to be obtained in any jurisdiction or from any third party in connection with the consummation of the transactions contemplated hereby and in making or causing to be made any such filings promptly and in seeking to obtain in a timely manner any such consent; and (iii) to take, or cause to be taken, all actions, to do, or cause to be done, all things and to use all commercially reasonable efforts to obtain promptly the satisfaction of the conditions to the Closing of the transactions contemplated herein and to fulfill their respective obligations hereunder. Sellers and Buyer shall furnish to each other all such information as may be reasonably required in order to effectuate the foregoing. From the date hereof through the Closing Date or the termination of this Agreement in accordance with Article X, except as expressly contemplated by this Agreement or required or prohibited pursuant to a Bankruptcy Court Order or by the Bankruptcy Cases, or with the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed), Sellers shall use their commercially reasonable efforts to (a) provide financial and operating data, and access to personnel, facilities, books, Contracts and records of Sellers and their subsidiaries, and assistance with any post-Closing separation, retaining any key employees, and onboarding any employees following the Closing as required by Buyer and (b) secure the Purchased Assets between the Effective Date and the Closing Date and to maintain them, in all material respects, in the same condition as they were in on the Effective Date, subject to ordinary wear and tear.