Common use of Agreement to Cooperate Clause in Contracts

Agreement to Cooperate. (a) Prior to Closing, subject to the terms and conditions of this Agreement, each of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, shall 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 applicable law and regulations to consummate and make effective as promptly as practicable the Merger and other transactions contemplated by this Agreement; provided, however, except as otherwise provided in the Disclosure Schedule, and except as set forth specifically elsewhere in this Agreement, nothing herein shall require the Company or any of its Subsidiaries to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to Parent, Merger Sub or any third-party in connection with the foregoing. Neither the Company nor any of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without Parent's prior written consent. (b) In addition to and without limitation of the foregoing, each of Parent, Merger Sub and the Company undertakes and agrees to (i) file (and Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent to file, if such filing is required by Law) as soon as practicable, and in any event prior to ten business days after the date hereof, any form or report required by any other Governmental Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade or other regulatory matters, and (ii) take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Law. Each of Parent and the Company shall (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (ii) not enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other parties hereto (which consent shall not be unreasonably withheld or delayed). Parent and the Company shall take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Effective Time to occur as soon as reasonably possible and to avoid any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective Time. Each party shall (i) promptly notify the other party of any written communication to that party or its Affiliates from any Governmental Authority and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate, or to permit its affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications between them and their affiliates and their respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Merger (except that the Company shall be under no obligation of any kind to provide any other party documents, material or other information relating to the valuation of the Company or to alternatives to the proposed Merger and this Agreement).

Agreement to Cooperate. (a) Prior to Closing, subject Subject to the terms and conditions of this Agreementherein provided, each of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, parties hereto shall use its all reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under applicable law laws and regulations to consummate and make effective as promptly as practicable the Merger and other transactions contemplated by this Agreement; provided, including using its reasonable efforts to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of the Company and its subsidiaries, all necessary or appropriate waivers, consents and approvals and SEC "no-action" letters to effect all necessary registrations, filings and submissions and to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, except as otherwise provided in to the Disclosure Schedule, requisite votes of the stockholders and except as set forth specifically elsewhere in this Agreement, nothing herein shall require boards of directors of the Company or any of its Subsidiaries to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to and Parent, Merger Sub or any third-party in connection with the foregoing. Neither the Company nor any of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without Parent's prior written consent. (b) In addition to and without Without limitation of the foregoing, each of Parent, Merger Sub Parent and the Company undertakes and agrees to (i) file (and Parent agrees and, in the case of the Company, shall use its best efforts to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent its principal shareholder to file, if such filing is required by Law) as soon as practicable, and in any event prior to ten business days practicable after the date hereof, any form or report required by any other Governmental Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade or other regulatory matters, hereof a Notification and Report Form under the HSR Act with the Federal Trade Commission (iithe "FTC") take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Lawand the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company shall (and the Company shall use its best efforts to cause its principal shareholder to) (i) respond use its reasonable efforts to comply as promptly expeditiously as practicable to any inquiries possible with all lawful requests of the FTC or requests received from any Governmental Authority the Antitrust Division for additional information and (c) In the event any litigation is commenced by any person or documentation, and (ii) not enter into any agreement with any Governmental Authority not entity relating to consummate the transactions contemplated by this Agreement, except with including any Acquisition Transaction, Parent shall have the prior right, at its own expense, to participate therein, and the Company will not settle any such litigation without the consent of the other parties hereto (Parent, which consent shall will not be unreasonably withheld or delayed). Parent and the Company shall take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Effective Time to occur as soon as reasonably possible and to avoid any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective Time. Each party shall (i) promptly notify the other party of any written communication to that party or its Affiliates from any Governmental Authority and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate, or to permit its affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications between them and their affiliates and their respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Merger (except that the Company shall be under no obligation of any kind to provide any other party documents, material or other information relating to the valuation of the Company or to alternatives to the proposed Merger and this Agreement)withheld.

Agreement to Cooperate. (a) Prior to Closing, subject Subject to the terms and conditions herein provided and subject to the fiduciary duties of this Agreementthe respective Boards of Directors of each Company, each of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, parties hereto shall use its all reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under applicable law laws and regulations to consummate and make effective as promptly as practicable the Transactions, including using its reasonable efforts to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of each Company and their respective Subsidiaries, all necessary or appropriate waivers, consents and approvals and SEC "no-action" letters to effect all necessary registrations, filings and submissions and to lift any injunction or other legal bar to the Merger and other transactions contemplated by this Agreement; provided(and, howeverin such case, except as otherwise provided in the Disclosure Schedule, and except as set forth specifically elsewhere in this Agreement, nothing herein shall require the Company or any of its Subsidiaries to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to Parent, Merger Sub or any third-party in connection proceed with the foregoing. Neither the Company nor any of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without Parent's prior written consentas expeditiously as possible). (b) In addition to and without Without limitation of the foregoing, each of Parent, Merger Sub Parent and the Company Cereus undertakes and agrees to (i) file (and Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent to file, if such filing is required by Law) as soon as practicable, and in any event prior to ten business days after August 15, 2000, a Notification and Report Form under the date hereof, any form or report required by any other Governmental Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade or other regulatory matters, HSR Act with the FTC and (ii) take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Lawthe Antitrust Division. Each of Parent and the Company Cereus shall (i) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any Governmental Authority for additional information State Attorney General or documentation, other governmental authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority the FTC or the Antitrust Division not to consummate the transactions contemplated by this AgreementTransactions, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld or delayed). Parent and the Company shall take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Effective Time to occur as soon as reasonably possible and to avoid any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective Timehereto. Each party shall (i) promptly notify the other party of any written communication to that party from the FTC, the Antitrust Division, any State Attorney General or its Affiliates from any Governmental Authority and, subject to applicable law, other governmental entity and permit the other party to review in advance any proposed written communication to any of the foregoing; . (iic) not agree to participate, In the event any litigation is commenced by any person or to permit its affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications between them and their affiliates and their respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Merger (except that the Company shall be under no obligation of any kind to provide any other party documents, material or other information entity relating to the valuation Transactions, either party shall have the right, at its own expense, to participate therein, and each Company will not settle any such litigation without the consent of the Company other, which consent will not be unreasonably withheld. (d) In case at any time after the Effective Time any further action is necessary or desirable to alternatives to carry out the proposed Merger and purposes of this Agreement), the proper officers and/or directors of Parent, Cereus and the Surviving Corporation shall take all such necessary action. (e) Following the Effective Time, Parent shall conduct its business, and shall cause the Surviving Corporation to conduct its business, in a manner which would not jeopardize the characterization of the Merger as a reorganization described in Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code. In this regard, Parent shall cause the Surviving Corporation to continue its historic business or use a significant portion of its historic business assets in a business within the meaning of Section 368 of the Code. Moreover, Parent does not have any present plan or intent to (a) sell or otherwise dispose of the stock of the Surviving Corporation except for transfers of stock to corporations controlled (within the meaning of Section 368(c) of the Code) by Parent, (b) reacquire any of its stock issued in connection with the Merger, (c) cause the Surviving Corporation to issue shares of stock of the Surviving Corporation that would result in Parent losing "control" (within the meaning of Section 368(c) of the Code) of the Surviving Corporation, or (d) take or refrain from taking, or permit the Surviving Corporation to take or refrain from taking, any other action that might otherwise cause the Merger not to be treated as a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code. Parent and Cereus Acquiring Sub will provide Cereus with certain factual representations of Parent and Cereus Acquiring Sub reasonably requested by Cereus as necessary to confirm that Parent and Cereus Acquiring Sub will not take any action on or after the Effective Time that would jeopardize the tax free nature of the Merger.

Agreement to Cooperate. (a) Prior to Closing, subject Subject to the terms and conditions of this Agreement, including Section 5.3, each of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, parties hereto shall use its all reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under applicable law laws and regulations (including the Gaming Laws) to consummate and make effective as promptly as practicable the Merger and other transactions contemplated by this Agreement; provided, however, except as otherwise provided in the Disclosure Schedule, and except as set forth specifically elsewhere in this Agreement, nothing herein shall require the Company or any of its Subsidiaries to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to Parent, Merger Sub or any third-party in connection with the foregoing. Neither the Company nor any of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without Parent's prior written consent. (b) In addition to and without limitation of the foregoing, each of Parent, Merger Sub and the Company undertakes and agrees to (i) file (and Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent to file, if such filing is required by Law) as soon as practicable, and in any event prior to ten business days after the date hereof, any form or report required by any other Governmental Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade or other regulatory matters, and (ii) take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Law. Each of Parent and the Company shall (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (ii) not enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent including using his or its reasonable best efforts to obtain all necessary or appropriate waivers, consents or approvals of the other third parties hereto (which consent shall not be unreasonably withheld or delayed). Parent required in order to preserve material contractual relationships of Speer and the Company shall take and their respective subsidiaries, all necessary xx xppropriate waivers, consents and approvals to effect all necessary registrations, filings and submissions and to lift any and all commercially reasonable steps necessary to avoid injunction or eliminate each and every impediment under any antitrust, competition, or trade law that may be asserted by any Governmental Authority with respect other legal bar to the Merger so (and, in that case, to proceed with the Merger as expeditiously as possible). In addition, subject to enable the Effective Time terms and conditions herein provided and subject to occur as soon as reasonably possible the fiduciary duties of the respective boards of directors of the Company and Merger Corporation, none of the parties hereto shall knowingly take or cause to avoid be taken any suit action (including, but not limited to, in the case of Merger Corporation, (i) the incurrence of material debt financing, other than the financing in connection with the Merger and related transactions and other than debt financing incurred in the ordinary course of business, and (ii) the acquisition of businesses or proceeding, assets) which would otherwise have reasonably be expected to delay materially or prevent consummation of the effect of preventing or delaying the Effective Time. Merger. (b) Each party shall (i) promptly notify the other party parties of any written communication to that party or its Affiliates from any Governmental Authority State Attorney General or any other governmental entity and, subject to applicable law, permit the other party parties to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate, or to permit its affiliates to participate, participate in any substantive meeting or discussion with any Governmental Authority governmental authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party parties in advance and, to the extent permitted by such Governmental Authoritygovernmental authority, gives the other party parties the opportunity to attend and participate thereatin such meetings or discussions; and (iii) furnish the other party parties with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any Governmental Authority government or regulatory authority or members of or their respective staffs on the other hand, with respect to this Agreement and the Merger (except that the Company shall be under no obligation of any kind to provide any other party documents, material or other information relating to the valuation of the Company or to alternatives to the proposed Merger and this Agreement)Merger.

Agreement to Cooperate. (a) Prior to Closing, subject Subject to the terms and conditions herein provided and subject to the fiduciary duties of this Agreementthe respective boards of directors of the Company and Parent, each of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, parties hereto shall use its all reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under applicable law laws and regulations to consummate and make effective as promptly as practicable the Merger and other transactions contemplated by this Agreement; provided, howeverincluding using its reasonable efforts to obtain all necessary or appropriate waivers, except as otherwise provided consents or approvals of third parties required in the Disclosure Schedule, order to preserve material contractual relationships of Parent and except as set forth specifically elsewhere in this Agreement, nothing herein shall require the Company and their respective subsidiaries, all necessary or appropriate waivers, consents and approvals and SEC "no-action" letters to effect all necessary registrations, filings and submissions and to lift any of its Subsidiaries injunction or other legal bar to make any out-of-pocket expensesthe Merger (and, accrue any liability for its account or make any accommodation or concession in such case, to Parent, Merger Sub or any third-party in connection proceed with the foregoing. Neither the Company nor any of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without Parent's prior written consentas expeditiously as possible). (b) In addition to and without Without limitation of the foregoing, each of Parent, Merger Sub Parent and the Company undertakes and agrees to (i) file (and Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent to file, if such filing is required by Law) as soon as practicable, and in any event prior to ten business 15 days after the date hereof, any form or report required by any other Governmental Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade or other regulatory matters, a Notification and (ii) take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable LawReport Form under the HSR Act with the FTC and the Antitrust Division. Each of Parent and the Company shall (i) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any Governmental Authority for additional information State Attorney General or documentation, other governmental authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld or delayed)hereto. Parent and the Company shall take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment impediments under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any Governmental Authority State Attorney General or any other governmental entity with respect to the Merger so as to enable the Effective Time Closing to occur as soon as reasonably possible possible. Without limiting the foregoing, Parent shall propose, negotiate, commit to and effect, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or, effective as of the Effective Time, the Surviving Corporation as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective TimeClosing; provided however that Parent shall not be required to sell, divest, dispose of, or hold separate assets or businesses with aggregate 1996 revenues in excess of $30 million, not including any assets or businesses that are required to be sold, divested, disposed of, or held separate as a result of acquisitions of assets or businesses by the Parent or any of its subsidiaries after the date hereof. Each party shall (i) promptly notify the other party of any written communication to that party from the FTC, the Antitrust Division, any State Attorney General or its Affiliates from any Governmental Authority and, subject to applicable law, other governmental entity and permit the other party to review in advance any proposed written communication to any of the foregoing; . (iic) not agree to participate, In the event any litigation is commenced by any person or to permit its affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications between them and their affiliates and their respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Merger (except that the Company shall be under no obligation of any kind to provide any other party documents, material or other information entity relating to the valuation of transactions contemplated by this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expense, to participate therein, and the Company or to alternatives to will not settle any such litigation without the proposed Merger and this Agreement)consent of Parent, which consent will not be unreasonably withheld.

Agreement to Cooperate. (a) Prior to Closing, subject Subject to the terms and conditions of this Agreementherein provided, each of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, Parties hereto shall use its reasonable best efforts Reasonable Efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under applicable law laws and regulations to consummate and make effective as promptly as practicable the Merger Transaction, including using Reasonable Efforts to obtain all necessary, proper or advisable waivers, consents and other transactions contemplated by this Agreement; providedapprovals under Applicable Laws and regulations to consummate and make effective the Transaction, howeverincluding using Reasonable Efforts to obtain all necessary or appropriate waivers, except as otherwise provided consents or approvals of third parties required in the Disclosure Schedule, and except as set forth specifically elsewhere in this Agreement, nothing herein shall require order to preserve material contractual relationships of the Company Group and to lift any injunction or any of its Subsidiaries other legal bar to make any out-of-pocket expensesthe Transaction (and, accrue any liability for its account or make any accommodation or concession in such case, to Parent, Merger Sub or any third-party in connection proceed with the foregoing. Neither the Company nor any of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without Parent's prior written consentTransaction as expeditiously as possible). (b) In addition to and without limitation of the foregoingevent any claim, each of Parentaction, Merger Sub and the Company undertakes and agrees to (i) file (and Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent to filesuit, if such filing is required by Law) as soon as practicable, and in any event prior to ten business days after the date hereof, any form or report required by any other Governmental Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade investigation or other regulatory matters, and (ii) take any act, make any undertaking or receive any clearance or approval required proceeding by any Governmental Authority or applicable Law. Each other legal or administrative proceeding is commenced that questions the validity or legality of Parent the Transaction contemplated hereby or seeks damages in connection therewith, whether before or after the Closing, the Parties agree to cooperate and use Reasonable Efforts to defend against and respond thereto; provided, however, that in the event any claim, action, suit, investigation or other proceeding is commenced against the Company shall (i) respond as promptly as practicable to any inquiries Group or requests received from any Governmental Authority for additional information or documentation, and (ii) not enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other parties hereto (which consent shall not be unreasonably withheld or delayed). Parent and the Company shall take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade law that may be asserted Stockholders by any Governmental Authority with respect or other legal or administrative proceeding is commenced against the Company Group or the Stockholders pursuant to federal or state antitrust laws, Acquisition Sub shall have the Merger so as right, at its own expense, to enable participate therein, and neither the Effective Time to occur as soon as reasonably possible and to avoid Company nor the Stockholders will settle any suit or proceedingsuch litigation without the consent of Acquisition Sub, which would otherwise have the effect of preventing consent will not be unreasonably withheld, conditioned or delaying the Effective Time. Each party shall (i) promptly notify the other party of any written communication to that party or its Affiliates from any Governmental Authority and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate, or to permit its affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications between them and their affiliates and their respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Merger (except that the Company shall be under no obligation of any kind to provide any other party documents, material or other information relating to the valuation of the Company or to alternatives to the proposed Merger and this Agreement)delayed.

Agreement to Cooperate. (a) Prior to Closing, subject Subject to the terms and conditions of this Agreementherein provided, each of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, parties hereto shall use its commercially reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under applicable law and regulations laws to consummate and make effective as promptly as practicable the Merger and the other transactions contemplated by this Agreement. Prior to the Effective Time, the Company shall use its commercially reasonable efforts, and Parent and Merger Sub shall use their commercially reasonable efforts to cooperate and assist the Company, to obtain all consents of any third parties that may be necessary for the consummation of the Merger and the other transactions contemplated by this Agreement. (b) Each of Parent and the Company undertake to use their respective commercially reasonable efforts to contest and resist any Action, including any legislative, administrative or judicial Action, and to have vacated, lifted, reversed or overturned any Order that restricts, prevents or prohibits the consummation of the Merger and the other transactions contemplated by this Agreement; provided, however, except as otherwise provided in that neither party is required to contest or appeal any such Order issued by a United States Court of Appeals and Parent shall have no obligation to commit to any divestitures, licenses, hold separate arrangements or similar actions, including conditions affecting the Disclosure Schedule, and except as set forth specifically elsewhere in this Agreement, nothing herein shall require the Company business operations of Parent or any of its Subsidiaries to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to Parent, Merger Sub or any third-party in connection with the foregoing. Neither the Company nor any of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without Parent's prior written consentother Affiliates. (bc) In addition to and without limitation of the foregoing, each of Parent, Merger Sub and the Company undertakes and agrees to (i) file (and Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent to file, if such filing is required by Law) as soon as practicable, and in any event prior to ten business days after the date hereof, any form or report required by any other Governmental Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade or other regulatory matters, and (ii) take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Law. Each of Parent and the Company shall (i) respond use their respective commercially reasonable efforts to obtain, as promptly soon as practicable to any inquiries possible, confirmation from the applicable Governmental Entities that they will not recommend that the Company’s security clearances be revoked, suspended or requests received from any Governmental Authority for additional information or documentation, downgraded as a result of the consummation of the Merger and (ii) not enter into any agreement with any Governmental Authority not to consummate the other transactions contemplated by this Agreement, except with . The Company shall and shall cause its employees to make all filings or notifications or such other actions as are necessary or appropriate in order to prevent the prior consent security clearances of the other parties hereto (which consent shall not be unreasonably withheld or delayed). Parent and the Company shall take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Effective Time to occur as soon as reasonably possible and to avoid any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective Time. Each party shall (i) promptly notify the other party of any written communication to that party or its Affiliates from any Governmental Authority and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate, or to permit its affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications between them and their affiliates and their respective representatives on the one handemployees from being revoked, and any Governmental Authority suspended or members of their respective staffs on the other hand, with respect to this Agreement and the Merger (except that the Company shall be under no obligation of any kind to provide any other party documents, material or other information relating to the valuation of the Company or to alternatives to the proposed Merger and this Agreement)downgraded.

Agreement to Cooperate. (a) Prior to Closing, subject Subject to the terms and conditions of this Agreementherein provided, each of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, parties hereto shall use its all reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under applicable law laws and regulations to consummate and make effective as promptly as practicable the Merger and other transactions contemplated by this Agreement; provided, including using its reasonable efforts to obtain all necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of the Company and its subsidiaries, all necessary or appropriate waivers, consents and approvals and SEC "no-action" letters to effect all necessary registrations, filings and submissions and to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, except as otherwise provided in to the Disclosure Schedule, and except as set forth specifically elsewhere in this Agreement, nothing herein shall require fiduciary duties of the Board of Directors of the Company or any and Parent and the requisite vote of its Subsidiaries to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to Parent, Merger Sub or any third-party in connection with the foregoing. Neither stockholders of the Company nor any of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without Parent's prior written consentCompany. (b) In addition to and without Without limitation of the foregoing, each of Parent, Merger Sub Parent and the Company undertakes and agrees to (i) file (and Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent to file, if such filing is required by Law) as soon as practicable, and in any event prior to ten business 15 days after the date hereof, any form or report required by any other Governmental Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade or other regulatory matters, a Notification and Report Form under the HSR Act with the Federal Trade Commission (iithe "FTC") take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Lawand the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company shall (i) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any Governmental Authority for additional information State Attorney General or documentation, other governmental authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld or delayed)hereto. Parent and the Company shall take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment impediments under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any Governmental Authority State Attorney General or any other 26 governmental entity with respect to the Merger merger so as to enable the Effective Time Closing to occur as soon as reasonably possible reasonable possible. Without limiting the foregoing, Parent shall propose, negotiate, commit to and effect, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or, effective as of the Effective Time, the Surviving Corporation as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective TimeClosing; provided, however, that Parent shall not be required to sell, divest, dispose of, or hold separate assets or businesses with aggregate 1997 revenues in excess of $6,250,000 (which amount is estimated to be the revenues from the front loader business in the Greater Houston area and the North County Landfill). Each party shall (i) promptly notify the other party of any written communication to that party from the FTC, the Antitrust Division, any State Attorney General or its Affiliates from any Governmental Authority and, subject to applicable law, other governmental entity and permit the other party to review in advance any proposed written communication to any of the foregoing; . (iic) not agree to participate, In the event any litigation is commenced by any person or to permit its affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications between them and their affiliates and their respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Merger (except that the Company shall be under no obligation of any kind to provide any other party documents, material or other information entity relating to the valuation of transactions contemplated by this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expense, to participate therein, and the Company or to alternatives to will not settle any such litigation without the proposed Merger and this Agreement)consent of parent, which consent will not be unreasonably withheld.

Agreement to Cooperate. (a) Prior to Closing, subject Subject to the terms and conditions of this Agreementherein provided, each of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, parties hereto shall use its all reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under applicable law laws and regulations to consummate and make effective as promptly as practicable the Merger and other transactions contemplated by this Agreement; provided, including using its reasonable efforts to obtain all necessary or appropriate waivers, consents and approvals and SEC "no-action" letters to effect all necessary registrations, filings and submissions and to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, except as otherwise provided in to the Disclosure Schedule, and except as set forth specifically elsewhere in this Agreement, nothing herein shall require requisite votes of the stockholders of the Company or any and the boards of its Subsidiaries to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to Parent, Merger Sub or any third-party in connection with the foregoing. Neither directors of the Company nor any of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without and Parent's prior written consent. (b) In addition to and without Without limitation of the foregoing, each of Parent, Merger Sub Parent and the Company undertakes and agrees to (i) file (and Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent to file, if such filing is required by Law) as soon as practicable, and in any event prior to ten business days practicable after the date hereof, any form or report required by any other Governmental Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade or other regulatory matters, hereof a Notification and Report Form under the HSR Act with the Federal Trade Commission (iithe "FTC") take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Lawand the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company shall (i) respond use its reasonable efforts to comply as promptly expeditiously as practicable to any inquiries possible with all lawful requests of the FTC or requests received from any Governmental Authority the Antitrust Division for additional information or documentation, and documents and (ii) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto hereto. (c) In the event any litigation is commenced by any person or entity relating to the transactions contemplated by this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expense, to participate therein, and the Company will not settle any such litigation without the consent of Parent, which consent shall will not be unreasonably withheld or delayed). Parent and the Company shall take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Effective Time to occur as soon as reasonably possible and to avoid any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective Time. Each party shall (i) promptly notify the other party of any written communication to that party or its Affiliates from any Governmental Authority and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate, or to permit its affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications between them and their affiliates and their respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Merger (except that the Company shall be under no obligation of any kind to provide any other party documents, material or other information relating to the valuation of the Company or to alternatives to the proposed Merger and this Agreement)withheld.

Agreement to Cooperate. (a) Prior to Closing, subject Subject to the terms and conditions of this Agreement, including Section 5.03, each of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, parties hereto shall use its all reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under any material contract to which the Company or any subsidiary of the Company is a party or under applicable law laws and regulations (including the Gaming Laws) to consummate and make effective as promptly as practicable the Merger and other transactions contemplated by this Agreement; provided, howeverincluding using its reasonable best efforts to obtain all necessary or appropriate waivers, except as otherwise provided consents or approvals of third parties required in the Disclosure Schedule, order to preserve material contractual relationships of Tribe and except as set forth specifically elsewhere in this Agreement, nothing herein shall require the Company and their respective subsidiaries, all necessary or appropriate waivers, consents and approvals to effect all necessary registrations, filings and submissions and to lift any of its Subsidiaries injunction or other legal bar to make any out-of-pocket expensesthe Merger (and, accrue any liability for its account or make any accommodation or concession in that case, to Parent, Merger Sub or any third-party in connection proceed with the foregoing. Neither the Company nor any of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without Parent's prior written consentas expeditiously as possible). (b) In addition to and without Without limitation of the foregoing, each of Parent, Merger Sub Tribe and the Company undertakes and agrees to (i) file (make such filings and Parent agrees apply for such approvals and consents as are required under the Gaming Laws and to cause any Person that obtain the Tribe Statutory Approvals and Company Statutory Approvals, as applicable, and to execute such additional instruments and documents as may be deemed required to be consummate the ultimate parent entity or otherwise to control Parent to file, if such filing is required by Law) as soon as practicable, and in any event prior to ten business days after the date hereof, any form or report required by any other Governmental Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade or other regulatory matters, and (ii) take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Lawtransactions contemplated hereby. Each of Parent Tribe and the Company shall (i) respond as promptly as practicable to any inquiries received from any authority enforcing applicable Gaming Laws for additional information or documentation and to all inquiries and requests received from any Governmental Authority for additional information State Attorney General or documentation, and (ii) not enter into any agreement other governmental authority in connection with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other parties hereto (which consent shall not be unreasonably withheld antitrust matters or delayed). Parent and the Company shall take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Effective Time to occur as soon as reasonably possible and to avoid any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective TimeGaming Laws. Each party shall (i) promptly notify the other party of any written communication to that party or its Affiliates from any Governmental Authority State Attorney General or any other governmental entity and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate, or to permit its affiliates to participate, participate in any substantive meeting or discussion with any Governmental Authority governmental authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Authoritygovernmental authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any Governmental Authority government or regulatory authority or members of or their respective staffs on the other hand, with respect to this Agreement and the Merger Merger. (except that c) Tribe shall use its reasonable best efforts to prepare and file all applications and filings required for such approvals and consents as are required under the Company shall be under no obligation Gaming Laws for Tribe to consummate the transactions contemplated hereby (the “Gaming Applications”)as soon as practicable following approval of any kind to provide any other party documents, material or other information relating to this Agreement by the valuation General Membership of the Company or Tribe. Tribe shall prepare such Gaming Applications in a manner which it believes is reasonably likely to alternatives be approved and to include only such persons with appropriate backgrounds and experience on such Gaming Applications. Tribe shall not file any amendments thereto without the proposed Merger and this Agreement)consent of the Company, which consent shall not be unreasonably withheld.

Agreement to Cooperate. (a) Prior to Closing, subject Subject to the terms and conditions of this Agreementherein provided, each of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, parties hereto shall use its all reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under applicable law laws and regulations to consummate and make effective as promptly as practicable the Merger and other transactions contemplated by this Agreement; provided, however, except as otherwise provided in the Disclosure Schedule, and except as set forth specifically elsewhere in this Agreement, nothing herein shall require the Company or any of its Subsidiaries to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to Parent, Merger Sub or any third-party in connection with the foregoing. Neither the Company nor any of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without Parent's prior written consent. (b) In addition to and without limitation of the foregoing, each of Parent, Merger Sub and the Company undertakes and agrees to (i) file (and Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent to file, if such filing is required by Law) as soon as practicable, and in any event prior to ten business days after the date hereof, any form or report required by any other Governmental Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade or other regulatory matters, and (ii) take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Law. Each of Parent and the Company shall (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (ii) not enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with including using its reasonable efforts to obtain (i) all necessary, proper or advisable waivers, consents and approvals under applicable laws and regulations to consummate and make effective the prior consent transactions contemplated by this Agreement, (ii) all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of the other parties hereto Pike Companies, and (which consent shall not be unreasonably withheld or delayed)iii) the execution and delivery of any additional instruments necessary to consummate the transactions and to fully carry out the purposes of this Agreement. Parent In connection with and without limiting the foregoing, the Company and the Company shall take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Effective Time to occur as soon as reasonably possible and to avoid any suit or proceeding, which would otherwise have the effect Board of preventing or delaying the Effective Time. Each party Directors shall (i) promptly notify the other party of any written communication take all action necessary to ensure that party no state takeover statute or its Affiliates from any Governmental Authority and, subject to similar statute or regulation is or becomes applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing; transaction contemplated by this Agreement or (ii) not agree if any state takeover statute or similar statute or regulation becomes applicable to participatethis Agreement, take all action necessary to ensure that the Mergers and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Mergers and the other transactions. (b) The Company shall, and shall cause each of its directors, officers, employees, accountants and counsel to, cooperate promptly and fully with all reasonable requests of Parent and LGB Sub with respect to permit its affiliates obtaining the Financing, to participatethe extent applicable on terms substantially consistent with the commitment letters previously provided to the Company, including: (i) assisting in any substantive meeting or discussion with any Governmental Authority in respect the preparation of any filingsoffering document, investigation information memorandum or inquiry concerning this Agreement other marketing materials relating to the syndication of any bank loans or the Merger unless it consults with distribution of any debt securities; (ii) making its senior management available to the lenders or other party in advance financial advisors of Parent and, to the extent permitted by such Governmental Authorityreasonably requested, gives the other party the opportunity instructing its senior management to prepare for, attend and participate thereat; and in any meetings, presentations or other marketing procedures; (iii) furnish making any required applications or filings; (iv) in connection with the other party with copies of all correspondence, filings, and communications between them and their affiliates and their respective representatives on the one hand, and any Governmental Authority issuance or members of their respective staffs on the other hand, with respect to this Agreement and the Merger (except that the Company shall be under no obligation distribution of any kind securities (whether in a public offering or a private placement) as part of the Financing, causing its accountants to provide issue any customary “comfort letter” or other similar letter and its counsel to issue customary legal opinions (including a “10b-5” letter where applicable); and (v) taking any other party documents, material reasonable action to achieve timely and orderly syndication of any bank loans or other information relating to the valuation distribution of the Company or to alternatives to the proposed Merger and this Agreement)any securities.

Agreement to Cooperate. (a) Prior to Closing, subject Subject to the terms and conditions of this Agreement, herein provided each of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, parties hereto shall use its all reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under applicable law laws and regulations to consummate and make effective as promptly as practicable the Merger and other transactions contemplated by this Agreement; provided, howeverincluding using its reasonable efforts to obtain all necessary or appropriate waivers, except as otherwise provided consents or approvals of third parties required in the Disclosure Schedule, order to preserve material contractual relationships of Parent and except as set forth specifically elsewhere in this Agreement, nothing herein shall require the Company and their respective subsidiaries, all necessary or appropriate waivers, consents and approvals and SEC "no-action" letters to effect all necessary registrations, filings and submissions and to lift any of its Subsidiaries injunction or other legal bar to make any out-of-pocket expensesthe Merger (and, accrue any liability for its account or make any accommodation or concession in such case, to Parent, Merger Sub or any third-party in connection proceed with the foregoing. Neither the Company nor any of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without Parent's prior written consentas expeditiously as possible). (b) In addition to and without Without limitation of the foregoing, if required by applicable law, each of Parent, Merger Sub Parent and the Company undertakes and agrees to (i) file (and Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent to file, if such filing is required by Law) as soon as practicable, and in any event prior to ten business 15 days after the date hereof, any form or report required by any other Governmental Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade or other regulatory matters, a Notification and Report Form under the HSR Act with the Federal Trade Commission (ii"FTC") take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Lawand the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company shall (i) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information of documentation and to all inquiries and requests received from any Governmental Authority for additional information State Attorney General or documentation, other governmental authority in connection with antitrust matters and (ii) not enter into extend (c) In the event any agreement with litigation is commenced by any Governmental Authority not person or entity relating to consummate the transactions contemplated by this Agreement, except with including any Acquisition Transaction, Parent shall have the prior right, at its own expense, to participate therein, and the Company will not settle any such litigation without the consent of the other parties hereto (Parent, which consent shall will not be unreasonably withheld or delayed). Parent and the Company shall take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Effective Time to occur as soon as reasonably possible and to avoid any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective Time. Each party shall (i) promptly notify the other party of any written communication to that party or its Affiliates from any Governmental Authority and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate, or to permit its affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications between them and their affiliates and their respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Merger (except that the Company shall be under no obligation of any kind to provide any other party documents, material or other information relating to the valuation of the Company or to alternatives to the proposed Merger and this Agreement)withheld.

Agreement to Cooperate. (a) Prior to Closing, subject to the terms and conditions of this Agreement, each of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, shall 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 applicable law and regulations to consummate and make effective as promptly as practicable the Merger and other transactions contemplated by this Agreement; provided, however, except as otherwise provided in the Disclosure Schedule, and except as set forth specifically elsewhere in this Agreement, nothing herein shall require the Company or any of its Subsidiaries to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to Parent, Merger Sub or any third-party in connection with the foregoing. Neither the Company nor any of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without Parent's ’s prior written consent. (b) In addition to and without limitation of the foregoing, each of Parent, Merger Sub and the Company undertakes and agrees to (i) file (and Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent to file, if such filing is required by Law) as soon as practicable, and in any event prior to ten business days after the date hereof, any form or report required by any other Governmental Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade or other regulatory matters, and (ii) take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Law. Each of Parent and the Company shall (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (ii) not enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other parties hereto (which consent shall not be unreasonably withheld or delayed). Parent and the Company shall take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Effective Time to occur as soon as reasonably possible and to avoid any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective Time. Each party shall (i) promptly notify the other party of any written communication to that party or its Affiliates from any Governmental Authority and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate, or to permit its affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications between them and their affiliates and their respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Merger (except that the Company shall be under no obligation of any kind to provide any other party documents, material or other information relating to the valuation of the Company or to alternatives to the proposed Merger and this Agreement).

Agreement to Cooperate. (a) Prior to Closing, subject Subject to the terms and conditions of this Agreement, each of the Company, on the one hand, and each of Agreement Parent and Merger Sub, on the other hand, shall use its reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under applicable law laws and regulations to consummate and make effective as promptly as practicable the Merger and other transactions contemplated by this Agreement; provided, howeverincluding to obtain all necessary or appropriate waivers, except as otherwise provided consents or approvals of third parties required in the Disclosure Schedule, order to preserve material contractual relationships of Parent and except as set forth specifically elsewhere in this Agreement, nothing herein shall require the Company and their respective subsidiaries, all necessary or appropriate waivers, consents and approvals to effect all necessary registrations, filings and submissions and to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), including through all possible appeals. The Company shall cooperate with Parent's efforts pursuant to the foregoing sentence. In addition, subject to the terms and conditions herein provided and subject to the fiduciary duties of its Subsidiaries to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to the respective boards of directors of the Company and Parent, Merger Sub none of the parties hereto shall knowingly take or cause to be taken any third-party in connection with action which would reasonably be expected to materially delay or prevent consummation of the foregoing. Neither the Company nor any of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without Parent's prior written consentMerger. (b) In addition to and without limitation of the foregoing, each of Parent, Merger Sub Parent and the Company undertakes and agrees to (i) file (and Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent to file, if such filing is required by Law) as soon as practicable, and in any event prior to ten 3 business days after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice (and shall file as soon as practicable any form or report required by any other Governmental Authority, including, without limitation, any foreign Agency relate to antitrust authority, relating to antitrust, competition, trade or other regulatory matters, and (ii) take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Law). Each of Parent and the Company shall (i) respond as promptly as practicable to any inquiries or requests received from any domestic or foreign government or governmental agency or authority (each, a "Governmental Authority Agency") for additional information or documentation, and (ii) not enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other parties hereto (which consent shall not be unreasonably withheld or delayed). Parent and the Company shall take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Effective Time to occur as soon as reasonably possible and to avoid any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective Time. Each party shall (iA) promptly notify the other party of any written communication to that party or its Affiliates from any Governmental Authority Agency and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing, (B) to the extent practicable, permit the other party to review and discuss in advance and consider in good faith the views of one another in connection with, any proposed written (or any material oral) communication with any Governmental Entity; (iiC) not agree to participate, or to permit its affiliates to participate, participate in any substantive meeting or discussion with any Governmental Authority Agency in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental AuthorityAgency, gives the other party the opportunity to attend and participate thereat; , and (iiiD) furnish the other party with copies of all correspondence, filings, filings and communications (and memoranda, if any, setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any Governmental Authority government or regulatory authority or members of or their respective staffs on the other hand, with respect to this Agreement and the Merger, and (iii) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Agency not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other parties hereto (which shall not be unreasonably withheld). Parent shall offer to take (and if such offer is accepted, commit to take) all steps that it is capable of taking to avoid or eliminate impediments under any antitrust, competition, or trade regulation law that may be asserted by any Governmental Agency with respect to the Merger so as to enable the Effective Time to occur prior to June 30, 2001 (except the "Outside Date") and shall defend through litigation on the merits any claim asserted in any court by any party, including appeals. In addition to and without limiting the foregoing, Parent shall propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or, effective as of the Effective Time, the Surviving Corporation, or their respective subsidiaries or otherwise offer to take or offer to commit to take any action which it is capable of taking and if the offer is accepted, take or commit to take such action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of Parent, the Surviving Corporation or their respective subsidiaries, in order to avoid the filing of any suit or proceeding or the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective Time beyond the Outside Date, or which may be necessary to allow the Effective Time to occur prior to the Outside Date. At the request of Parent, the Company shall be under no obligation agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any kind to provide any other party documentsof the businesses, material services, or other information relating to the valuation assets of the Company or to alternatives any of its subsidiaries, provided that any such action may be conditioned upon the consummation of the Merger and the transactions contemplated hereby. Notwithstanding anything to the proposed Merger contrary in this Section 5.12, Parent shall not be required to take any actions in connection with, or agree to, any hold separate order, sale, divestiture, or disposition of plants, assets and businesses of Parent and its Subsidiaries or the Company and its Subsidiaries that accounted in the aggregate for more than $60,000,000 of the combined sales of Parent and the Company in fiscal year 1999. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Agreement)Section as "outside counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and, in the case of Parent, its General Counsel (provided that the General Counsel of Parent enter into an agreement with the Company covenanting that he will not disclose any such competitively sensitive material to employees, officers or directors of Parent or its subsidiaries unless express permission is obtained in advance from the Company) and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (the Company or Parent, as the case may be) or its legal counsel.

Agreement to Cooperate. (a) Prior to Closing, subject Subject to the terms and conditions of this AgreementAgreement and applicable Law, each of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, Party shall use its reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under applicable law and regulations to obtain all necessary or appropriate waivers, consents, approvals or authorizations of Governmental Authorities required (i) in order to consummate and make effective as promptly as practicable the Merger and other transactions contemplated by this Agreement; providedAgreement (and, howeverin such case, except to proceed with the consummation of the transactions contemplated by this Agreement as otherwise provided expeditiously as possible) and (ii) in order to implement the Disclosure Schedule, and except as matters set forth specifically elsewhere in this AgreementSchedule 6.02, nothing herein shall require the Company or any of its Subsidiaries to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to Parent, Merger Sub or any third-party in connection with the foregoing. Neither the Company nor any of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without Parent's prior written consentincluding through all possible appeals. (b) In addition to and without limitation of the foregoing, each of Parent, Merger Sub Buyer and the Company Seller undertakes and agrees to (i) file (and Parent each Party agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent such Party to file, if such filing is required by Law) as soon as practicable, and in any event prior to ten business days 15 Business Days after the date hereofExecution Date, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, (ii) file as soon as practicable any form or report required by FERC, (iii) file as soon as practicable any form or report required by any other Governmental Authority, including, without limitation, any foreign antitrust authority, Authority relating to antitrust, competition, trade or other regulatory energy regulation matters, and (iiiv) take any act, act and make any undertaking or to receive any clearance or approval required by any Governmental Authority or applicable Law, in each case, with respect to the transactions contemplated by this Agreement. Each of Parent Buyer and the Company Seller shall (iand shall cause any such parent entity to) (A) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (iiB) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other parties hereto Party (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned). Parent Each Party shall consult and cooperate in the Company shall take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrustregulatory review process and, competition, or trade law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Effective Time to occur as soon as reasonably possible and to avoid any suit or proceedingextent practical, which would otherwise have the effect of preventing or delaying the Effective Time. Each party shall (iI) promptly notify the other party Party of any written communication to that party Party or its Affiliates from any Governmental Authority and, subject to applicable lawLaw, permit the other party Party or their counsel to review in advance any proposed written communication to any of the foregoing; (iiII) not agree to participate, or to permit its affiliates Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger transactions contemplated hereby unless it consults with the other party Party in advance and, to the extent permitted by such Governmental Authority, gives the other party Party the opportunity to attend and participate thereat; and (iiiIII) subject to applicable Law, furnish the other party Party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their affiliates Affiliates and their respective representatives Representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Merger transactions contemplated hereby. (except c) In addition to and without limiting the foregoing, Seller and Buyer shall use reasonable best efforts and move expeditiously to avoid or eliminate each and every impediment under any antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC’s regulations thereunder, any applicable New York Laws, and the NYPSC regulations thereunder; the HSR Act; and, if applicable, the Public Utility Holding Company Act of 1935, as amended, and the regulations promulgated thereunder) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing to occur as soon as reasonably possible, but in any event to insure that the Company Closing occurs no later than the Termination Date. (d) Nothing in this Agreement shall be under no obligation require Seller or any of its Affiliates to dispose of any kind of its assets or to provide limit its freedom of action with respect to any other party documentsof its assets or businesses, material whether prior to or other information after the Closing Date, or to commit or agree to any of the foregoing, in order to obtain any waivers, consents, approvals or authorizations or to remove any impediments to the Closing relating to the valuation of the Company HSR Act or any other Law, regulation or order or to alternatives avoid the entry of, or to effect the proposed Merger and this Agreement)dissolution of, any injunction or other order in any suit or proceeding relating thereto.

Agreement to Cooperate. (a) Prior to Closing, subject Subject to the terms and conditions of this Agreementherein provided, each of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, parties hereto shall use its all reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under applicable law laws and regulations to consummate and make effective as promptly as practicable the Merger and other transactions contemplated by this Agreement; provided, including using its reasonable efforts to obtain all necessary, proper or advisable waivers, consents and approvals under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of the Company and its Subsidiaries, all necessary or appropriate waivers, consents and approvals and SEC "no-action" letters to effect all necessary registrations, filings and submissions and to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, except as otherwise provided in to the Disclosure Schedule, and except as set forth specifically elsewhere in this Agreement, nothing herein shall require fiduciary duties of the Board of Directors of the Company or any and Parent and the requisite vote of its Subsidiaries to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to Parent, Merger Sub or any third-party in connection with the foregoing. Neither stockholders of the Company nor any of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without Parent's prior written consentCompany. (b) In addition to and without Without limitation of the foregoing, each of Parent, Merger Sub Parent and the Company undertakes and agrees to (i) file (and Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent to file, if such filing is required by Law) as soon as practicable, practicable a Notification and in any event prior to ten business days after Report Form under the date hereof, any form or report required by any other Governmental Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade or other regulatory matters, HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (ii) take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Lawthe "Antitrust Division"). Each of Parent and the Company shall (i) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any Governmental Authority for additional information State Attorney General or documentationother governmental authority in connection with antitrust matters. Without limiting the foregoing, Parent shall propose, negotiate, commit to and (ii) not enter into any agreement with any Governmental Authority not to consummate effect, by consent decree, hold separate order, or otherwise, the transactions contemplated by this Agreementsale, except with the prior consent divestiture or disposition of such assets or businesses of Parent or, effective as of the other parties hereto (which consent shall not Effective Time, the Surviving Corporation as may be unreasonably withheld or delayed). Parent and the Company shall take any and all commercially reasonable steps necessary required in order to avoid or eliminate each and every impediment under any antitrust, competitionthe entry of, or trade law that may be asserted by to effect the dissolution of, any Governmental Authority with respect to the Merger so as to enable the Effective Time to occur as soon as reasonably possible and to avoid injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective TimeClosing; provided, however, that Parent shall not be required to sell, divest, dispose of or hold separate assets or businesses with aggregate 1997 revenues in excess of $10,000,000. Each party shall (i) promptly notify the other party of any written communication to that party from the FTC, the Antitrust Division, any State Attorney General or its Affiliates from any Governmental Authority and, subject to applicable law, other governmental entity and permit the other party to review in advance any proposed written communication to any of the foregoing; . (iic) not agree to participateIn the event any claim, or to permit its affiliates to participateaction, in any substantive meeting or discussion with any Governmental Authority in respect of any filingssuit, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted proceeding by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications between them and their affiliates and their respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Merger (except that the Company shall be under no obligation of any kind to provide any other party documents, material governmental body or other information relating person or other legal or administrative proceeding is commenced that questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, whether before or after the Effective Time, the parties hereto agree to cooperate and use their reasonable efforts to defend against and respond thereto; provided, however, that in the valuation of event any claim, action, suit, investigation or other proceeding is commenced against the Company or any Subsidiary by any governmental body or other person or other legal or administrative proceeding is commenced against the Company or any Subsidiary, in each case under the HSR Act or pursuant to alternatives federal or state antitrust laws, Parent shall have the right, at its own expense, to participate therein, and the proposed Merger and this Agreement)Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheld.

Agreement to Cooperate. (a) Prior to Closing, subject Subject to the terms and conditions of this AgreementAgreement and applicable Law, each of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, Party shall use its reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under applicable law and regulations to obtain all necessary or appropriate waivers, consents, approvals or authorizations of Governmental Authorities required (i) in order to consummate and make effective as promptly as practicable the Merger and other transactions contemplated by this Agreement; providedAgreement (and, howeverin such case, except to proceed with the consummation of the transactions contemplated by this Agreement as otherwise provided expeditiously as possible) and (ii) in order to implement the Disclosure Schedule, and except as matters set forth specifically elsewhere in this AgreementSchedule 6.02, nothing herein shall require the Company or any of its Subsidiaries to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to Parent, Merger Sub or any third-party in connection with the foregoing. Neither the Company nor any of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without Parent's prior written consentincluding through all possible appeals. (b) In addition to and without limitation of the foregoing, each of Parent, Merger Sub Buyer and the Company Seller undertakes and agrees to (i) file (and Parent each Party agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent such Party to file, if such filing is required by Law) as soon as practicable, and in any event prior to ten business days 15 Business Days after the date hereofExecution Date, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, (ii) file as soon as practicable any form or report required by FERC, (iii) file as soon as practicable any form or report required by any other Governmental Authority, including, without limitation, any foreign antitrust authority, Authority relating to antitrust, competition, trade or other regulatory energy regulation matters, and (iiiv) take any act, act and make any undertaking or to receive any clearance or approval required by any Governmental Authority or applicable Law, in each case, with respect to the transactions contemplated by this Agreement. Each of Parent Buyer and the Company Seller shall (iand shall cause any such parent entity to) (A) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (iiB) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other parties hereto Party (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned). Parent Each Party shall consult and cooperate in the Company shall take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrustregulatory review process and, competition, or trade law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Effective Time to occur as soon as reasonably possible and to avoid any suit or proceedingextent practical, which would otherwise have the effect of preventing or delaying the Effective Time. Each party shall (iI) promptly notify the other party Party of any written communication to that party Party or its Affiliates from any Governmental Authority and, subject to applicable lawLaw, permit the other party Party or their counsel to review in advance any proposed written communication to any of the foregoing; (iiII) not agree to participate, or to permit its affiliates Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger transactions contemplated hereby unless it consults with the other party Party in advance and, to the extent permitted by such Governmental Authority, gives the other party Party the opportunity to attend and participate thereat; and (iiiIII) subject to applicable Law, furnish the other party Party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their affiliates Affiliates and their respective representatives Representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Merger transactions contemplated hereby. (except c) In addition to and without limiting the foregoing, Seller and Buyer shall use reasonable best efforts and move expeditiously to avoid or eliminate each and every impediment under any antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC's regulations thereunder, any applicable New York Laws, and the NYPSC regulations thereunder; the HSR Act; and, if applicable, the Public Utility Holding Company Act of 1935, as amended, and the regulations promulgated thereunder) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing to occur as soon as reasonably possible, but in any event to insure that the Company Closing occurs no later than the Termination Date. (d) Nothing in this Agreement shall be under no obligation require Seller or any of its Affiliates to dispose of any kind of its assets or to provide limit its freedom of action with respect to any other party documentsof its assets or businesses, material whether prior to or other information after the Closing Date, or to commit or agree to any of the foregoing, in order to obtain any waivers, consents, approvals or authorizations or to remove any impediments to the Closing relating to the valuation of the Company HSR Act or any other Law, regulation or order or to alternatives avoid the entry of, or to effect the proposed Merger and this Agreement)dissolution of, any injunction or other order in any suit or proceeding relating thereto.

Agreement to Cooperate. (a) Prior to Closing, subject to the terms Ignyta and conditions of this Agreement, Actagene shall each of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, shall use its their commercially reasonable best efforts to (i) take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary, reasonably necessary and proper or advisable under applicable law and regulations Law to consummate and make effective the transactions contemplated hereby as promptly as practicable the Merger and other transactions contemplated by this Agreement; providedreasonably practicable, however, except as otherwise provided in the Disclosure Schedule, and except as set forth specifically elsewhere in this Agreement, nothing herein shall require the Company (ii) obtain from any Governmental Body or any of its Subsidiaries other third Person any consents, licenses, permits, waivers, approvals, authorizations or orders required to make any out-of-pocket expenses, accrue any liability for its account be obtained or make any accommodation made by Ignyta or concession to Parent, Merger Sub or any third-party Actagene in connection with the foregoing. Neither the Company nor any authorization, execution and delivery of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without Parent's prior written consent. (b) In addition to and without limitation of the foregoing, each of Parent, Merger Sub and the Company undertakes and agrees to (i) file (and Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent to file, if such filing is required by Law) as soon as practicable, and in any event prior to ten business days after the date hereof, any form or report required by any other Governmental Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade or other regulatory matters, and (ii) take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Law. Each consummation of Parent and the Company shall (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (ii) not enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreementhereby, except with the prior consent of the other parties hereto (which consent shall not be unreasonably withheld or delayed). Parent and the Company shall take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Effective Time to occur as soon as reasonably possible and to avoid any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective Time. Each party shall (i) promptly notify the other party of any written communication to that party or its Affiliates from any Governmental Authority and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate, or to permit its affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of as promptly as reasonably practicable, make all correspondence, reasonably necessary filings, and communications between them and their affiliates and their respective representatives on the one hand, and thereafter make any Governmental Authority or members of their respective staffs on the other handrequired submissions, with respect to this Agreement and the Merger required under any other applicable federal or state securities Laws and any other applicable Law. Ignyta and Actagene 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, to accept all reasonable additions, deletions or changes suggested in connection therewith. Actagene and Ignyta shall use their commercially 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 in connection with the transactions contemplated by this Agreement. (except b) Each of Actagene and Ignyta shall give any notices to third Persons, and use their commercially reasonable efforts to obtain any third Person consents, that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the Actagene Schedule of Exceptions, or (iii) required to prevent an Actagene Material Adverse Effect or an Ignyta Material Adverse Effect from occurring prior to or after the Effective Time. If any Party shall fail to obtain any consent from a third Person described in this Section 5.5(b), such Party will use its commercially reasonable efforts, and will take any such commercially reasonable actions requested by the other Party hereto, to limit the adverse affect upon Ignyta and Actagene and their respective businesses resulting, or that could reasonably be expected to result after the consummation of the Merger or the Effective Time, from the failure to obtain such consent. (c) Actagene and Ignyta shall promptly (and, in any event, within two (2) business days) advise the other orally and in writing of any state of facts, event, change, effect, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have an Actagene Material Adverse Effect or an Ignyta Material Adverse Effect, respectively. Ignyta shall give prompt notice to Actagene, and Actagene shall give prompt notice to Ignyta, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. No such notification shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement; provided, however, that the Company shall be under no obligation recipient of any kind such notice shall, within a five (5) day period following the receipt of such notice, use its commercially reasonable efforts to provide any other party documents, material or other information relating to engage in good faith discussions with the valuation of notifying Party regarding such notification and the Company or to alternatives to the proposed Merger facts and this Agreement)circumstances set forth therein.

Agreement to Cooperate. (a) Prior to Closing, subject Subject to the terms and conditions herein provided and subject to the fiduciary duties of this Agreementthe respective boards of directors of the Company and Parent, each of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, parties hereto shall use its all reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under applicable law laws and regulations to consummate and make effective as promptly as practicable the Merger and other transactions contemplated by this Agreement; provided, howeverincluding using its reasonable efforts to obtain all necessary or appropriate waivers, except as otherwise provided consents or approvals of third parties required in the Disclosure Schedule, order to preserve material contractual relationships of Parent and except as set forth specifically elsewhere in this Agreement, nothing herein shall require the Company and their respective subsidiaries, all necessary or appropriate waivers, consents and approvals and SEC "no-action" letters to effect all necessary registrations, filings and submissions and to lift any of its Subsidiaries injunction or other legal bar to make any out-of-pocket expensesthe Merger (and, accrue any liability for its account or make any accommodation or concession in such case, to Parent, Merger Sub or any third-party in connection proceed with the foregoing. Neither the Company nor any of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without Parent's prior written consentas expeditiously as possible). (b) In addition to and without Without limitation of the foregoing, each of Parent, Merger Sub Parent and the Company undertakes and agrees to (i) file (and Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent to file, if such filing is required by Law) as soon as practicable, and in any event prior to ten business days practicable after the date hereof, any form or report required by any other Governmental Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade or other regulatory matters, a Notification and Report Form under the HSR Act with the FTC and the Antitrust Division of the Department of Justice (ii) take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Lawthe "Antitrust Division"). Each of Parent and the Company shall (i) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any Governmental Authority for additional information State Attorney General or documentation, other governmental authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld or delayed)hereto. Parent and the Company shall take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment impediments under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any Governmental Authority State Attorney General or any other governmental entity with respect to the Merger so as to enable the Effective Time Closing to occur as soon as reasonably possible possible. Parent shall not be under any obligation to propose, negotiate, commit to and effect, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or, effective as of the Closing Date, the Surviving Corporation whether or not such sale or divestiture is requested by the FTC, the Antitrust Division, or any State Attorney General in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective TimeClosing. Each Parent or the Company, as applicable, shall take promptly, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the transactions contemplated hereby, any and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the Termination Date. 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 in behalf of any party shall (i) promptly notify hereto in connection with proceedings under or relating to the HSR Act or any other federal, state or foreign antitrust or fair trade law. The parties hereto will provide to the other party copies of any written communication to that party all correspondence between it (or its Affiliates from advisors) and the FTC, the Antitrust Division or any Governmental Authority andState Attorney General relating to this Agreement or any of the matters described in this Section 6.6(b). The parties hereto agree that all material telephonic calls and meetings with the FTC, subject to applicable law, permit the other party to review Antitrust Division or any State Attorney General regarding the transactions contemplated hereby or any of the matters described in advance this Section 6.6(b) shall include representatives of each of Parent and the Company. Parent shall coordinate and be the principal spokesperson in connection with any proposed written communication proceedings or negotiations with any governmental entity relating to any of the foregoing; (ii) not agree to participate, or to permit its affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or provided that it shall afford the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the Company a reasonable opportunity to attend and participate thereat; and therein. (iiic) furnish In the other party with copies of all correspondence, filings, and communications between them and their affiliates and their respective representatives on the one hand, and event any Governmental Authority litigation is commenced by any person or members of their respective staffs on the other hand, with respect to this Agreement and the Merger (except that the Company shall be under no obligation of any kind to provide any other party documents, material or other information entity relating to the valuation of transactions contemplated by this Agreement, Parent shall have the right, at its own expense, to participate therein, and the Company or to alternatives to will not settle any such litigation without the proposed Merger and this Agreement)consent of Parent, which consent will not be unreasonably withheld.

Agreement to Cooperate. (a) Prior to Closing, subject Subject to the terms and conditions of this Agreement, including Section 7.03 and this Section 7.12, each of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, parties hereto shall 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 applicable law and regulations to consummate and make effective as promptly as practicable the Merger and other transactions contemplated by this Agreement; provided, however, except as otherwise provided in the Disclosure Schedule, and except as set forth specifically elsewhere in this Agreement, nothing herein shall require the Company or any of its Subsidiaries to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to Parent, Merger Sub or any third-party in connection with the foregoing. Neither the Company nor any of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without Parent's prior written consent. (b) In addition to and without limitation of the foregoing, each of Parent, Merger Sub and the Company undertakes and agrees to (i) file (and Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent to file, if such filing is required by Law) as soon as practicable, and in any event prior to ten business days after the date hereof, any form or report required by any other Governmental Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade or other regulatory matters, and (ii) take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Law. Each of Parent and the Company shall (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (ii) not enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except including using its reasonable best efforts to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of Pyramid and the Company and their respective subsidiaries and to effect all necessary registrations, filings and submissions. In addition, subject to the terms and conditions herein provided and subject to the fiduciary duties of the respective Boards of Directors of the Company and Pyramid, none of the parties hereto shall knowingly take or cause to be taken any action that would reasonably be expected to materially delay or prevent consummation of the Merger. (b) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a governmental authority or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, the Company, Pyramid, Delaware Merger Subsidiary and Merger Subsidiary shall cooperate in all respects with the prior consent of the other parties hereto (which consent and shall not be unreasonably withheld use their reasonable best efforts to contest and resist any such action or delayed)proceeding and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Parent and the Company shall take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade law that may be asserted by any Governmental Authority with respect Notwithstanding anything in this Agreement to the contrary, if so precluded in the exercise of their directors’ fiduciary duties, none of Pyramid, Delaware Merger so as Subsidiary, Merger Subsidiary or any of their affiliates shall be required to enable the Effective Time to occur as soon as reasonably possible and to avoid defend, contest or resist any suit action or proceeding, which would otherwise have the effect of preventing whether judicial or delaying the Effective Time. Each party shall (i) promptly notify the other party of any written communication to that party or its Affiliates from any Governmental Authority and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participateadministrative, or to permit its affiliates take any action to participatehave vacated, lifted, reversed or overturned any order, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults connection with the other party in advance and, to the extent permitted transactions contemplated by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications between them and their affiliates and their respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Merger (except that the Company shall be under no obligation of any kind to provide any other party documents, material or other information relating to the valuation of the Company or to alternatives to the proposed Merger and this Agreement).

Agreement to Cooperate. (a) Prior to Closing, subject to the terms and conditions of this Agreement, each Each of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, parties hereto shall use its all reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under applicable law laws and regulations to consummate and make effective as promptly as practicable the Merger and other transactions contemplated by this Agreement, including using its reasonable efforts to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of WCI and the Selling Entities, all necessary or appropriate waivers, consents and approvals and SEC "NO-ACTION" letters to effect all necessary registrations, filings and submissions and to lift any injunctive or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible); provided, however, except as otherwise provided that in using its reasonable efforts WCI shall not be required to take any action or to agree to any condition, including without limitation any condition imposed by any government authority with respect to the Disclosure Scheduletransfer of any Governmental Permit or obtaining any Required Governmental consent, and except as set forth specifically elsewhere that, in this AgreementWCI's reasonable judgment, nothing herein shall require the Company imposes a materially adverse financial burden or operating condition on WCI or any of its Subsidiaries the Selling Entities. At or immediately after the Closing, the Merger Sub, the Corporation, and the Owner shall cause the Filed Articles to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to Parent, Merger Sub or any third-party in connection be filed with the foregoing. Neither Secretary of State of the Company nor any State of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without Parent's prior written consentNevada. (b) In addition to and without Without limitation of the foregoing, if required by applicable law, each of Parent, Merger Sub WCI and the Company Corporation undertakes and agrees to (i) file (and Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent to file, if such filing is required by Law) as soon as practicable, and in any (c) In the event any event prior to ten business days after the date hereof, any form or report required litigation is commenced by any other Governmental Authority, including, without limitation, any foreign antitrust authority, person or entity relating to antitrust, competition, trade or other regulatory matters, and (ii) take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Law. Each of Parent and the Company shall (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (ii) not enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with including any Acquisition Transaction, WCI shall have the prior right, at its own expense, to participate therein, and the Corporation and Ralner will not settle any such litigation without the consent of the other parties hereto (WCI, which consent shall will not be unreasonably withheld or delayed). Parent and the Company shall take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Effective Time to occur as soon as reasonably possible and to avoid any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective Time. Each party shall (i) promptly notify the other party of any written communication to that party or its Affiliates from any Governmental Authority and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate, or to permit its affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications between them and their affiliates and their respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Merger (except that the Company shall be under no obligation of any kind to provide any other party documents, material or other information relating to the valuation of the Company or to alternatives to the proposed Merger and this Agreement)withheld.

Agreement to Cooperate. (a) Prior to Closing, subject Subject to the terms and conditions of this Agreementherein provided, each of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under applicable law laws and regulations to consummate and make effective as promptly as practicable the Merger and other transactions contemplated by this Agreement, including using its reasonable efforts to obtain all Required Governmental Consents and all other necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of the Corporation, to effect all necessary registrations, filings and submissions and to lift any injunctive or other legal bar to this transaction (and, in such case, to proceed with the transaction as expeditiously as possible); provided, however, except as otherwise provided that in using its reasonable efforts the Disclosure ScheduleCorporation, the Shareholders and except as set forth specifically elsewhere WCI shall not be required to take any action or to agree to any condition, including without limitation any condition imposed by any government authority with respect to the transfer of any License or Permit or obtaining any Required Governmental Consent, that, in this Agreementsuch party’s reasonable judgment, nothing herein shall require the Company imposes a materially adverse financial burden or any of its Subsidiaries to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to Parent, Merger Sub or any third-party in connection with the foregoing. Neither the Company nor any of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without Parent's prior written consentoperating condition on such party. (b) In addition to and without Without limitation of the foregoing, if required by applicable Law, each of Parent, Merger Sub WCI and the Company Corporation undertakes and agrees to (i) file (and Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent to file, if such filing is required by Law) as soon as practicable, and in any event prior to ten business within five (5) days after the date hereofSigning Date, any form or report required by any other Governmental Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade or other regulatory matters, a Notification and Report Form under the HSR Act with the federal Trade Commission (ii“FTC”) take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Lawand the Antitrust Division of the Department of Justice (the “Antitrust Division”). Each of Parent WCI and the Company Corporation shall (i) respond as STOCK PURCHASE AGREEMENT HLE promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any Governmental Authority for additional information State Attorney General or documentation, other governmental authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other parties hereto (which consent shall not be unreasonably withheld or delayed). Parent and the Company shall take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Effective Time to occur as soon as reasonably possible and to avoid any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective Timehereto. Each party shall (i) promptly notify the other party parties of any written communication to that party from the FTC, the Antitrust Division, any State Attorney General or its Affiliates from any Governmental Authority and, subject to applicable law, other governmental entity and permit the other party parties to review in advance any proposed written communication to any of the foregoing; . (iic) In the event any litigation is commenced against the Corporation by any person or entity relating to the transactions contemplated by this Agreement, WCI shall have the right, at its own expense, to participate therein, and the Corporation will not agree settle any such litigation without the consent of WCI, which consent will not be unreasonably withheld. (d) Following the Closing, the Shareholders, the Corporation and WCI shall each deliver or cause to participate, or to permit its affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement be delivered at such times and places as shall be reasonably requested such additional instruments as WCI or the Merger unless it consults with Shareholders may reasonably request for the other party in advance andpurpose of carrying out this Agreement, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications between them and their affiliates and their respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other handincluding without limitation, with respect to this Agreement the Corporation and the Merger Shareholders, any indemnities (except including a gap indemnity, a mechanics’ lien indemnity, and a parties in possession indemnity), affidavits or other documents that are applicable only to periods prior to the Closing Date that are required by Title Company shall be under no obligation in connection with the issuance of the Title Policies or in order for the Corporation to confirm that it has good and marketable title to the Owned Property. The Shareholders will cooperate with WCI and/or the Corporation after the Closing, at the expense of WCI, in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings or disputes of any kind nature with respect to provide any other party documents, material or other information relating matters pertaining to all periods prior to the valuation of the Company or to alternatives to the proposed Merger and this Agreement)Closing Date.

Agreement to Cooperate. (a) Prior to Closing, subject to the terms and conditions of this Agreement, each of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, shall use (and shall cause its respective Subsidiaries to use) its reasonable best efforts to take, or cause to be taken, all actions (other than the actions contemplated by Section 5.2(b)) and to do, or cause to be done, all things necessary, proper or advisable under applicable law Law and regulations to consummate and make effective as promptly as practicable the Merger and other transactions contemplated by this Agreement; provided, however, (x) except as otherwise provided in the Disclosure Schedule, and except as set forth specifically elsewhere in notwithstanding any other provision of this Agreement, nothing herein shall require the Company or any of its Subsidiaries to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to Parent, Merger Sub or any third-third party in connection with the foregoing. Neither foregoing and (y) neither the Company nor any of its Subsidiaries shall incur any such expenses in connection with or related to this Agreement or the Merger be paid at Closing in excess of $2,240,000 24.2 million in the aggregate as estimated on Section 5.2 of the Disclosure Schedule without Parent's ’s prior written consent. (b) In addition to and without limitation of the foregoing, each of Parent, Merger Sub and the Company undertakes and agrees to (i) file (and Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent to file, if such filing is required by Law) as soon as practicable, and in any event prior to ten business days after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice (and shall file as soon as practicable any form or report required by any other Governmental Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade or other regulatory matters), and (ii) take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Law; provided, however, that no party shall be required to, and the Company may not (without the prior written consent of Parent) make any such filing or undertaking or take any such action which filing, undertaking or action would have a Material Adverse Effect. Each of Parent and the Company shall (i) request early termination in connection with the antitrust filings under the HSR Act or any foreign antitrust Law, to the extent applicable, (ii) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (iiiii) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other parties hereto (which consent shall not be unreasonably withheld or delayed)hereto. Parent and the Company shall take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade law Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Effective Time to occur as soon as reasonably possible and to avoid any suit Action or proceeding, which proceeding that would otherwise have the effect of preventing or delaying the Effective Time. Each party shall (i) promptly notify the other party of any written communication to that party or its Affiliates from any Governmental Authority and, subject to applicable lawLaw, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate, or to permit its affiliates Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications between them and their affiliates and their respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Merger (except that the Company shall be under no obligation of any kind to provide any other party documents, material or other information relating to the valuation of the Company or to alternatives to the proposed Merger and this Agreement).

Agreement to Cooperate. (a) Prior to Closing, subject Subject to the terms and conditions herein provided and subject to the fiduciary duties of this Agreementthe respective Boards of Directors of each Company, each of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, parties hereto shall use its all reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under applicable law laws and regulations to consummate and make effective as promptly as practicable the Transactions, including using its reasonable efforts to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of each Company and their respective Subsidiaries, all necessary or appropriate waivers, consents and approvals and SEC "no-action" letters to effect all necessary registrations, filings and submissions and to lift any injunction or other legal bar to the Merger and other transactions contemplated by this Agreement; provided(and, howeverin such case, except as otherwise provided in the Disclosure Schedule, and except as set forth specifically elsewhere in this Agreement, nothing herein shall require the Company or any of its Subsidiaries to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to Parent, Merger Sub or any third-party in connection proceed with the foregoing. Neither the Company nor any of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without Parent's prior written consentas expeditiously as possible). (b) In addition the event any litigation is commenced by any person or entity relating to the Transactions, either party shall have the right, at its own expense, to participate therein, and each Company will not settle any such litigation without limitation the consent of the foregoingother, each which consent will not be unreasonably withheld. (c) In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of Parent, Merger Sub Telemate and the Company undertakes Surviving Corporation shall take all such necessary action. (d) Following the Effective Time, Parent shall conduct its business, and agrees shall cause the Surviving Corporation to conduct its business, in a manner which would not jeopardize the characterization of the Merger as a reorganization described in Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code. In this regard, Parent shall cause the Surviving Corporation to continue its historic business or use a significant portion of its historic business assets in a business within the meaning of Section 368 of the Code. Moreover, Parent does not have any present plan or intent to (ia) file sell or otherwise dispose of the stock of the Surviving Corporation except for transfers of stock to corporations controlled (and within the meaning of Section 368(c) of the Code) by Parent, (b) reacquire any of its stock issued in connection with the Merger, (c) cause the Surviving Corporation to issue shares of stock of the Surviving Corporation that would result in Parent agrees losing "control" (within the meaning of Section 368(c) of the Code) of the Surviving Corporation, or (d) take or refrain from taking, or permit the Surviving Corporation to take or refrain from taking, any other action that might otherwise cause any Person that may be deemed the Merger not to be treated as a reorganization within the ultimate parent entity or otherwise to control meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code. Parent to file, if such filing is required by Law) as soon as practicable, and in any event prior to ten business days after the date hereof, any form or report required by any other Governmental Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade or other regulatory matters, and (ii) take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Law. Each Titan Acquiring Sub will provide Telemate with certain factual representations of Parent and the Company shall (i) respond Titan Acquiring Sub reasonably requested by Telemate as promptly as practicable necessary to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (ii) not enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other parties hereto (which consent shall not be unreasonably withheld or delayed). confirm that Parent and the Company shall Titan Acquiring Sub will not take any and all commercially reasonable steps necessary to avoid action on or eliminate each and every impediment under any antitrust, competition, or trade law that may be asserted by any Governmental Authority with respect to the Merger so as to enable after the Effective Time to occur as soon as reasonably possible and to avoid any suit or proceeding, which that would otherwise have jeopardize the effect of preventing or delaying the Effective Time. Each party shall (i) promptly notify the other party of any written communication to that party or its Affiliates from any Governmental Authority and, subject to applicable law, permit the other party to review in advance any proposed written communication to any tax free nature of the foregoing; (ii) not agree to participate, or to permit its affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications between them and their affiliates and their respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Merger (except that the Company shall be under no obligation of any kind to provide any other party documents, material or other information relating to the valuation of the Company or to alternatives to the proposed Merger and this Agreement)Merger.

Agreement to Cooperate. (a) Prior to Closing, subject Subject to the terms and conditions herein provided and subject to the fiduciary duties of this Agreementthe respective boards of directors of the Corporations and WCI, each of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, parties hereto shall use its all reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under applicable law laws and regulations to consummate and make effective as promptly as practicable the Merger and other transactions contemplated by this Agreement; provided, howeverincluding using its reasonable efforts to obtain all necessary or appropriate waivers, except as otherwise provided consents or approvals of third parties required in order to preserve material contractual relationships of WCI and the Disclosure ScheduleCorporations, all necessary or appropriate waivers, consents and except as set forth specifically elsewhere approvals and SEC "no-action" letters to effect all necessary registrations, filings and submissions and to lift any injunctive or other legal bar to the Mergers (and, in this Agreementsuch case, nothing herein shall require the Company or any of its Subsidiaries to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to Parent, Merger Sub or any third-party in connection proceed with the foregoingMergers as expeditiously as possible). Neither At or immediately after the Company nor any Closing, WCI, the Mergers Subs., the Corporations and the Shareholders shall cause the Filed Plans to be filed with the Secretary of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or State of the Merger in excess State of $2,240,000 in the aggregate without Parent's prior written consentWashington. (b) In addition to and without Without limitation of the foregoing, if required by applicable law, each of Parent, Merger Sub WCI and the Company Corporations undertakes and agrees to (i) file (and Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent to file, if such filing is required by Law) as soon as practicable, and in any event prior to ten business 15 days after the date hereofSigning Date, any form or report required by any other Governmental Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade or other regulatory matters, a Notification and Report Form under the HSR Act with the Federal Trade Commission (ii"FTC") take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Lawand the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent WCI and the Company Corporations shall (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority the FTC or the Antitrust Division for additional information or documentation, documentation and to all inquiries and 45 (iic) not enter into In the event any agreement with litigation is commenced by any Governmental Authority not person or entity relating to consummate the transactions contemplated by this Agreement, except with including any Acquisition Transaction, WCI shall have the prior right, at its own expense, to participate therein, and the Corporations will not settle any such litigation without the consent of the other parties hereto (WCI, which consent shall will not be unreasonably withheld or delayed). Parent and the Company shall take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Effective Time to occur as soon as reasonably possible and to avoid any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective Time. Each party shall (i) promptly notify the other party of any written communication to that party or its Affiliates from any Governmental Authority and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate, or to permit its affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications between them and their affiliates and their respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Merger (except that the Company shall be under no obligation of any kind to provide any other party documents, material or other information relating to the valuation of the Company or to alternatives to the proposed Merger and this Agreement)withheld.

Agreement to Cooperate. (a) Prior to Closing, subject Subject to the terms and conditions herein provided and subject to the fiduciary duties of this Agreementthe respective boards of directors of the Corporations and WCI, each of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, parties hereto shall use its all reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under applicable law laws and regulations to consummate and make effective as promptly as practicable the Merger and other transactions contemplated by this Agreement; provided, howeverincluding using its reasonable efforts to obtain all necessary or appropriate waivers, except as otherwise provided consents or approvals of third parties required in order to preserve material contractual relationships of WCI, the Disclosure ScheduleCorporations, CRC and except as set forth specifically elsewhere FBLP, all necessary or appropriate waivers, consents and approvals to effect all necessary registrations, filings and submissions and to lift any injunctive or other legal bar to this transaction (and, in this Agreementsuch case, nothing herein shall require the Company or any of its Subsidiaries to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to Parent, Merger Sub or any third-party in connection proceed with the foregoing. Neither the Company nor any of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without Parent's prior written consenttransaction as expeditiously as possible). (b) In addition to and without Without limitation of the foregoing, if required by applicable law, each of Parent, Merger Sub WCI and the Company Corporations undertakes and agrees to (i) file (and Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent to file, if such filing is required by Law) as soon as practicable, and in any event prior to ten business 15 days after the date hereofSigning Date, any form or report required by any other Governmental Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade or other regulatory matters, a Notification and Report Form under the HSR Act with the Federal Trade Commission (ii"FTC") take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Lawand the Antitrust Division of the Department of Justice (the "ANTITRUST DIVISION"). Each of Parent WCI and the Company Corporations shall (i) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any Governmental Authority for additional information State Attorney General or documentation, other governmental authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other parties hereto (which consent shall not be unreasonably withheld or delayed). Parent and the Company shall take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Effective Time to occur as soon as reasonably possible and to avoid any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective Timehereto. Each party shall (i) promptly notify the other party of any written communication to that party from the FTC, the Antitrust Division, any State Attorney General or its Affiliates from any Governmental Authority and, subject to applicable law, other governmental entity and permit the other party to review in advance any proposed written communication to any of the foregoing; . (iic) not agree to participate, In the event any litigation is commenced by any person or to permit its affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications between them and their affiliates and their respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Merger (except that the Company shall be under no obligation of any kind to provide any other party documents, material or other information entity relating to the valuation of the Company or to alternatives to the proposed Merger and transactions contemplated by this Agreement), WCI shall have the right, at its own expense, to participate therein, and the Corporations will not settle any such litigation without the consent of WCI, which consent will not be unreasonably withheld.