Common use of Additional Agreements; Reasonable Best Efforts Clause in Contracts

Additional Agreements; Reasonable Best Efforts. (a) Prior to the Closing Date, upon the terms and subject to the conditions of this Agreement, each of FPSH, the ARG Trust, Parent and Merger Sub agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws, rules or regulations to consummate and make effective as promptly as practicable the Stock Purchase and the Related Transactions and the other transactions contemplated by this Agreement and the Related Agreements, includ- (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Stock Purchase and the Related Transactions and the other transactions contemplated hereby and thereby and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party, including any Governmental Entity, (ii) to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act (and to make such other filings as are required under laws, rules and regulations in foreign jurisdictions governing antitrust or merger control matters) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act (or pursuant to such foreign laws, rules or regulations), (iii) the preparation of any Financing Documents (as defined in the Merger Agreement) reasonably requested by FPSH or Parent, and (iv) the satisfaction of the conditions to the consummation of the Stock Purchase and the Related Transactions. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation of the Stock Purchase and the Related Transactions. (b) Each of the parties hereto agrees to use its reasonable efforts to assist the other parties hereto in connection with structuring or obtaining any financing for Parent and/or the Company and its Subsidiaries in connection with consummation of the Merger, and each of the parties shall use its reasonable efforts to obtain such financing for Parent and/or the Company and its Subsidiaries. (c) Prior to the Effective Time, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement, the Related Agreements and the transactions contemplated hereby and thereby. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding the Stock Purchase or any of the Related Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Stock Purchase or the Related Transactions, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request.

Additional Agreements; Reasonable Best Efforts. (a) Prior Subject to the Closing Date, upon the terms and subject to the conditions of this Agreement, each of FPSH, Horizons and Analysts shall cooperate fully with the ARG Trust, Parent other and Merger Sub agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner possible, the Merger and the other transactions contemplated hereby, including by (i) obtaining (and cooperating with the other in obtaining) any clearance, consent, authorization, order or approval of, or any exemption by, any Governmental Body required to be obtained or made by Horizons or Analysts in connection with the Merger, and making any and all registrations and filings that may be necessary or advisable to obtain the approval or waiver from, or to avoid an action or proceeding by, any Governmental Body, including all filings required by the HSR Act and any other applicable antitrust and competition Laws, (ii) obtaining all necessary consents, waivers and approvals under any applicable lawsof the Horizons Material Contracts, rules Analysts Material Contracts, Horizons Real Property Leases and Analysts Real Property Leases in connection with the Merger, (iii) authorizing for listing on the NASDAQ, upon official notice of issuance, the shares of Horizons Common Stock to be issued in the Merger, (iv) reserving for issuance the shares of Horizons Common Stock issuable upon the exercise of all Assumed Options, (v) defending any lawsuit or regulations other proceeding, whether brought by a Governmental Body or other third party, seeking to challenge this Agreement or the transactions contemplated hereby, and (vi) executing any certificates, instruments or other documents that are necessary to consummate and make effective as promptly as practicable the Stock Purchase and the Related Transactions and the other transactions contemplated by this Agreement and the Related Agreements, includ- (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Stock Purchase and the Related Transactions and the other transactions contemplated hereby and thereby to fully carry out the purposes and intent of this Agreement. (b) Each of Analysts and Horizons shall keep the taking other reasonably informed of such actions as are necessary the status of their respective efforts to obtain any requisite approvals, consents, orders, exemptions or waivers by any third partyconsummate the transactions contemplated hereby, including by (i) promptly notifying the other of, and if in writing, furnishing the other with copies of (or, in the case of material oral communications, advising the other orally of) any communications from or with any Governmental EntityBody (whether domestic, (ii) to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act (and to make such other filings as are required under laws, rules and regulations in foreign jurisdictions governing antitrust or merger control matterssupranational) with respect to the transactions contemplated hereby as promptly as practicable after hereby, (ii) permitting the date hereof other to review and to supply as promptly as practicable discuss in advance of, and consider in good faith the views of the other in connection with, any additional information and documentary material that may be requested pursuant to the HSR Act proposed written (or pursuant to any material proposed oral) communication with any such foreign laws, rules or regulations)Governmental Body, (iii) not participating any meeting with any such Governmental Body unless it consults with the preparation of any Financing Documents (as defined other in advance and to the Merger Agreement) reasonably requested extent permitted by FPSH or Parentsuch Governmental Body gives the other the opportunity to attend and participate thereat, and (iv) the satisfaction of the conditions to the consummation of the Stock Purchase and the Related Transactions. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation of the Stock Purchase and the Related Transactions. (b) Each of the parties hereto agrees to use its reasonable efforts to assist furnishing the other parties hereto in connection with structuring or obtaining copies of all correspondence, filings and communications between it and any financing for Parent and/or the Company and its Subsidiaries in connection with consummation of the Merger, and each of the parties shall use its reasonable efforts to obtain such financing for Parent and/or the Company and its Subsidiaries. (c) Prior to the Effective Time, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information Governmental Body with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement, the Related Agreements Agreement and the transactions contemplated hereby hereby, and thereby. Each party hereto shall promptly inform (v) furnishing the other with such necessary information and reasonable assistance as each of any communication from any Governmental Entity regarding the Stock Purchase them may reasonably request in connection with its preparation of necessary filings or any submissions of the Related Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from to any such Governmental Entity with respect Body. Each of Analysts and Horizons may, as each deems advisable and necessary, reasonably designate any competitive sensitive material to be provided to the Stock Purchase other under Section 6.03 or this Section 6.10 as outside “counsel only” and, in such event, such material and the Related Transactionsinformation contained therein shall be given only to the outside legal counsel of the recipient and shall not be disclosed by such counsel to non-legal directors, then such party will endeavor officers, employees or other advisors or representatives of the recipient unless express permission is obtained in good faith to make, advance from the source of the materials or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such requestits legal counsel.

Additional Agreements; Reasonable Best Efforts. (a) Prior Subject to the Closing Date, upon the terms and subject to the conditions of this Agreementherein provided, each of FPSH, the ARG Trust, Parent and Merger Sub Parties hereto agrees to use its commercially reasonable best efforts to take, take or cause to be taken, taken all actions, action and to do, do or cause to be done, done all things reasonably necessary, proper or advisable under any applicable laws, rules or regulations Law to consummate and make effective as promptly as practicable in the Stock Purchase and most expeditious manner practicable, the Related Transactions and the other transactions contemplated by this Agreement and the Related AgreementsAgreement, includ- including, without limitation, (i) contesting any legal proceeding challenging the preparation and filing of all formstransactions contemplated hereby, registrations and notices required to be filed (ii) executing any additional documents, certificates or instruments necessary to consummate the Stock Purchase and the Related Transactions and the other transactions contemplated hereby and thereby thereby, and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party, including any Governmental Entity, (ii) to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act (and to make such other filings as are required under laws, rules and regulations in foreign jurisdictions governing antitrust or merger control matters) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act (or pursuant to such foreign laws, rules or regulations), (iii) the preparation obtaining all third party consents and approvals (including consents and approvals of any Financing Documents (Governmental Authorities) as defined are reasonably necessary in the Merger Agreement) reasonably requested by FPSH or Parent, and (iv) the satisfaction of the conditions to connection with the consummation of the Stock Purchase transactions contemplated hereunder and under the Related TransactionsDocuments to transfer or assign the Permits, Contracts, Intellectual Property and other of the Acquired Assets to the Buyers; provided, however, without the Buyers’ prior written consent, in no event shall the Willtek Group amend, waive or otherwise alter any of the material terms of any Contract or Permit in order to obtain a consent from a third party required under any Contract or Permit. In additionIf at any time after the Closing Date any further action is necessary to carry out the purposes of this Agreement, no the proper officers and directors of each party hereto shall take all such necessary action. (b) The Seller, at its own cost and expense, shall cooperate with, and be available to, the Buyers and Parent and otherwise provide all such information and assistance and prepare and execute all such documents as may be reasonably requested by the Buyers and Parent and their legal representatives in connection with any action after audits and investigations conducted or voluntary disclosures to be made by Buyers or Parent in connection with, or arising out of, any violations of the date hereof Export Control Laws by the Willtek Group and the Business prior to the Closing. (c) Neither of the Seller or the Buyers and Parent shall intentionally take or permit to be taken on their behalf any actions that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation of the Stock Purchase and the Related Transactions. (b) Each of the parties hereto agrees to use its reasonable efforts to assist the other parties hereto in connection with structuring or obtaining any financing for Parent and/or the Company and its Subsidiaries in connection with consummation of the Merger, and each of the parties shall use its reasonable efforts to obtain such financing for Parent and/or the Company and its Subsidiaries. (c) Prior to the Effective Time, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement, the Related Agreements and the transactions contemplated hereby and thereby. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding the Stock Purchase or any of the Related Transactions. If any party hereto conditions set forth in Article VII not being satisfied or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Stock Purchase or the Related Transactions, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such requestfulfilled.

Additional Agreements; Reasonable Best Efforts. (a) Prior Subject to the Closing Date, upon the terms and subject to the conditions of this Agreementherein provided, each of FPSH, the ARG Trust, Parent and Merger Sub Parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actionsaction, and to do, or cause to be done, all things reasonably necessary, proper or advisable under any applicable laws, rules or laws and regulations to consummate and make effective as promptly as practicable the Stock Purchase and the Related Transactions and the other transactions contemplated by this Agreement and the Related AgreementsAgreement, includ- including, without limitation, (i) cooperation in the preparation and filing of all forms, registrations and notices required to be filed to consummate the Stock Purchase Joint Proxy Statement and the Related Transactions S-4, any filings that may be required under the HSR Act, and the other transactions contemplated hereby and thereby and the taking of such actions as are necessary any amendments to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party, including any Governmental Entity, thereof; (ii) to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act (and to make such other filings as are required under laws, rules and regulations cooperation in foreign jurisdictions governing antitrust or merger control matters) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act (or pursuant to such foreign laws, rules or regulations), (iii) the preparation of any Financing Documents (as defined in the Merger Agreement) reasonably requested by FPSH or Parent, and (iv) the satisfaction of the conditions to the consummation of the Stock Purchase and the Related Transactions. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation of the Stock Purchase and the Related Transactions. (b) Each of the parties hereto agrees to use its reasonable efforts to assist the other parties hereto in connection with structuring or obtaining any financing for Parent and/or the Company and its Subsidiaries in connection with consummation of the Merger, and each of the parties shall use its reasonable efforts to obtain such financing for Parent and/or the Company and its Subsidiaries. (c) Prior to the Effective Time, each party shall promptly consult with the other parties hereto with respect toapproval for listing on the NYSE, provide effective upon the official notice of issuance, of the shares of Superholdco Common Stock into which the Shares will be converted pursuant to Article I hereof; (iii) the taking of all action reasonably necessary, proper or advisable to secure any necessary information with respect consents of all third parties and Governmental Entities, including those relating to existing debt obligations of Zurn and provide its subsidiaries; (iv) contesting any legal proceeding xxxating to the other Mergers; and (or its counselv) copies ofthe execution of any additional instruments, all filings made by such party with any Governmental Entity or any other information supplied by such party including the Certificate of Merger and Articles of Merger, as the case may be, necessary to a Governmental Entity in connection with consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement, the Related Agreements Zurn, USI, Superholdco and the transactions contemplated hereby and thereby. Each party hereto shall promptly inform Merger Subsidiaries agree to use their best efforts to cause the other of any communication from any Governmental Entity regarding Effective Time to occur on the Stock Purchase or any date of the Related Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity stockholder votes with respect to the Stock Purchase Mergers. The provisions of this Section 5.7 will not limit or otherwise affect the Related Transactions, then such party will endeavor in good faith right or ability of any Party to make, take or cause omit to be madetake any action that it is permitted to take or omit to take, as soon as reasonably practicable the case may be, pursuant to any other provisions of this Agreement, including, without limitation, the provisions of Section 5.3 and after consultation with the other party, an appropriate response in compliance with such requestArticles 6 and 7.

Additional Agreements; Reasonable Best Efforts. (a) Prior Subject to the Closing Date, upon the terms and subject to the conditions of this Agreementherein provided, each of FPSH, the ARG Trust, Parent and Merger Sub Parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actionsaction, and to do, or cause to be done, all things reasonably necessary, proper or advisable under any applicable laws, rules or laws and regulations to consummate and make effective as promptly as practicable the Stock Purchase and the Related Transactions and the other transactions contemplated by this Agreement and the Related AgreementsAgreement, includ- including, without limitation, (i) cooperation in the preparation and filing of all forms, registrations and notices required to be filed to consummate the Stock Purchase Joint Proxy Statement and the Related Transactions S-4, any filings that may be required under the HSR Act, and the other transactions contemplated hereby and thereby and the taking of such actions as are necessary any amendments to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party, including any Governmental Entity, thereof; (ii) to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act (and to make such other filings as are required under laws, rules and regulations cooperation in foreign jurisdictions governing antitrust or merger control matters) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act (or pursuant to such foreign laws, rules or regulations), (iii) the preparation of any Financing Documents (as defined in the Merger Agreement) reasonably requested by FPSH or Parent, and (iv) the satisfaction of the conditions to the consummation of the Stock Purchase and the Related Transactions. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation of the Stock Purchase and the Related Transactions. (b) Each of the parties hereto agrees to use its reasonable efforts to assist the other parties hereto in connection with structuring or obtaining any financing for Parent and/or the Company and its Subsidiaries in connection with consummation of the Merger, and each of the parties shall use its reasonable efforts to obtain such financing for Parent and/or the Company and its Subsidiaries. (c) Prior to the Effective Time, each party shall promptly consult with the other parties hereto with respect toapproval for listing on the NYSE, provide effective upon the official notice of issuance, of the shares of Superholdco Common Stock into which the Shares will be converted pursuant to Article I hereof; (iii) the taking of all action reasonably necessary, proper or advisable to secure any necessary information with respect consents of all third parties and Governmental Entities, including those relating to existing debt obligations of Zurn xxx its subsidiaries; (iv) contesting any legal proceeding relating to the Mergers; and provide (v) the other (or its counsel) copies ofexecution of any additional instruments, all filings made by such party with any Governmental Entity or any other information supplied by such party including the Certificate of Merger and Articles of Merger, as the case may be, necessary to a Governmental Entity in connection with consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement, the Related Agreements Zurn, USI, Superholdco and the transactions contemplated hereby and thereby. Each party hereto shall promptly inform Merger Subsidiaries agree to use their best efforts to cause the other of any communication from any Governmental Entity regarding Effective Time to occur on the Stock Purchase or any date of the Related Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity stockholder votes with respect to the Stock Purchase Mergers. The provisions of this Section 5.7 will not limit or otherwise affect the Related Transactions, then such party will endeavor in good faith right or ability of any Party to make, take or cause omit to be madetake any action that it is permitted to take or omit to take, as soon as reasonably practicable the case may be, pursuant to any other provisions of this Agreement, including, without limitation, the provisions of Section 5.3 and after consultation with the other party, an appropriate response in compliance with such requestArticles 6 and 7.

Additional Agreements; Reasonable Best Efforts. (a) Prior to the Closing Date, upon the terms and subject to the conditions of this Agreement, each of FPSH, the ARG Trust, Parent and Merger Sub agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws, rules or regulations to consummate and make effective as promptly as practicable the Stock Purchase and the Related Transactions and the other transactions contemplated by this Agreement and the Related Agreements, includ-including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Stock Purchase and the Related Transactions and the other transactions contemplated hereby and thereby and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party, including any Governmental Entity, (ii) to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act (and to make such other filings as are required under laws, rules and regulations in foreign jurisdictions governing antitrust or merger control matters) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act (or pursuant to such foreign laws, rules or regulations), (iii) the preparation of any Financing Documents (as defined in the Merger Agreement) reasonably requested by FPSH or Parent, and (iv) the satisfaction of the conditions to the consummation of the Stock Purchase and the Related Transactions. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the consummation of the Stock Purchase and the Related Transactions. (b) Each of the parties hereto agrees to use its reasonable efforts to assist the other parties hereto in connection with structuring or obtaining any financing for Parent and/or the Company and its Subsidiaries in connection with consummation of the Merger, and each of the parties shall use its reasonable efforts to obtain such financing for Parent and/or the Company and its Subsidiaries. (c) Prior to the Effective Time, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement, the Related Agreements and the transactions contemplated hereby and thereby. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding the Stock Purchase or any of the Related Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Stock Purchase or the Related Transactions, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request.

Additional Agreements; Reasonable Best Efforts. (a) Prior Subject to the Closing Date, upon the terms and subject to the conditions of this Agreementherein provided, each of FPSH, the ARG Trust, Parent and Merger Sub parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actionsaction, and to do, or cause to be done, all things reasonably necessary, proper or advisable under any applicable laws, rules or Laws and regulations to consummate and make effective as promptly as practicable the Stock Purchase and the Related Transactions and the other transactions contemplated by this Agreement and the Related AgreementsAgreement, includ- including, without limitation, (i) cooperation in the preparation and filing of all forms, registrations and notices required to be filed to consummate the Stock Purchase Proxy Statement and the Related Transactions S-4, any filings that may be required under the HSR Act, and the other transactions contemplated hereby and thereby and the taking of such actions as are necessary any amendments to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party, including any Governmental Entitythereof, (ii) cooperation in obtaining, prior to make an appropriate filing the Effective Time, the approval for listing on the NYSE, effective upon the official notice of a Notification and Report Form issuance, of the shares of Infinity Common Stock into which the Shares will be converted pursuant to the HSR Act (and to make such other filings as are required under laws, rules and regulations in foreign jurisdictions governing antitrust or merger control matters) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act (or pursuant to such foreign laws, rules or regulations)Article 2 hereof, (iii) the preparation taking of all action reasonably necessary, proper or advisable to secure any Financing Documents (as defined in the Merger Agreement) reasonably requested by FPSH or Parentnecessary consents of all third parties and Governmental Entities, including those relating to existing debt obligations of OSI and its subsidiaries, (iv) the satisfaction transfer of existing Company Permits to the Surviving Corporation, (v) contesting any legal proceeding relating to the Merger and the Share Issuance and (vi) the execution of any additional instruments necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement, Infinity, Burma Acquisition and OSI agree to use all reasonable efforts to cause the Effective Time to occur as soon as practicable after the stockholder votes with respect to the Merger and the Share Issuance. None of the conditions parties hereto will take any action which could reasonably be expected to 42 51 hinder, delay or impede the consummation of Merger or the Stock Purchase and the Related TransactionsShare Issuance. In additioncase at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, no the proper officers and directors of each party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity all such necessary to be obtained prior to the consummation of the Stock Purchase and the Related Transactionsaction. (b) Each of the parties hereto agrees to use its reasonable efforts to assist the other parties hereto in connection with structuring or obtaining any financing for Parent and/or the Company and its Subsidiaries in connection with consummation of the Merger, and each of the parties shall use its reasonable efforts to obtain such financing for Parent and/or the Company and its Subsidiaries. (c) Prior to the Effective Time, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement, the Related Agreements and the transactions contemplated hereby and thereby. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding the Stock Purchase or any of the Related Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Stock Purchase or the Related Transactions, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request.