Agreements of Key and the Shareholders. Except as expressly contemplated elsewhere in this Agreement, Key and the Shareholders agree that from the date hereof until the Closing Date, Key will, and the Shareholders will cause Cobra to (and unless otherwise indicated by the context, since September 30, 1996, it has):
Agreements of Key and the Shareholders. Each party hereto agrees that it will not voluntarily undertake any course of action inconsistent with the provisions or intent of this Agreement and will use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper, or advisable under applicable laws to consummate the transactions contemplated by this Agreement, including, without limitation (i) cooperation in determining whether any consents, approvals, orders, authorizations, waivers, declarations, filings or registrations of or with any governmental entity or third party are required in connection with the consummation of the transactions contemplated hereby; (ii) the use of reasonable best efforts to obtain any such consents, approvals, orders, authorizations, and waivers and to effect any such declarations, filings, and/or registrations; (iii) the use of reasonable best efforts to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby; (iv) the use of reasonable best efforts to defend, and cooperate in defending, all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby; (v) the use of reasonable best efforts to satisfy the Closing conditions set forth in Article 5 hereof to the extent that the fulfillment of the requirements thereof are within the control of such party, and (vi) the execution of any additional instruments necessary to consummate the transactions contemplated hereby.
