Common use of Appropriate Action; Consents; Filings Clause in Contracts

Appropriate Action; Consents; Filings. (a) Parent and the Company shall (and shall cause their affiliates to) use commercially reasonable efforts to (i) consummate the Transactions and cause the conditions set forth in Article VI to be satisfied, (ii) promptly obtain all actions or nonactions, consents, clearances, Permits (including Environmental Permits), waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable in connection with the consummation of the Transactions, (iii) as promptly as practicable after the date of this Agreement, make all registrations, notifications and filings with any Governmental Entity necessary or advisable in connection with the consummation of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust Law.

Appropriate Action; Consents; Filings. (a) Parent OTE and the Company TetriDyn shall (use, and shall cause each of their affiliates to) use commercially respective subsidiaries to use, all reasonable efforts to to: (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable under applicable Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) promptly obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary authorizations, or advisable orders required to be obtained or made by OTE or TetriDyn or any subsidiary in connection with the authorization, execution, and delivery of this Agreement and the consummation of the Transactionstransactions contemplated hereby, including the Merger; (iii) as promptly as practicable after the date of this Agreement, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, respecting this Agreement and the Merger required under: (1) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; and (2) any other applicable Law; provided that, OTE and TetriDyn shall cooperate with any Governmental Entity necessary or advisable each other in connection with the consummation making of the Transactionsall such filings, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment providing copies of one-half of the filing fees applicable all such documents to the Transactions other Party and its advisers prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE and TetriDyn shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any Antitrust Lawapplicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) The Company and Parent and the Company shall (and shall cause use their affiliates respective reasonable best efforts to) use commercially reasonable efforts to : (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Offer, the Merger and the other transactions contemplated hereby as promptly as practicable; (ii) promptly obtain all actions or nonactions, in a timely manner from Governmental Authorities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by Parent or the Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the TransactionsOffer, the Merger and the other transactions contemplated hereby; and (iii) as promptly as practicable after the date of make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, make all registrationsthe Offer, notifications and filings with any Governmental Entity necessary the Merger or advisable in connection with the consummation of the Transactions, including filings other transactions contemplated hereby that are required under Antitrust (A) the Exchange Act, and any other applicable federal securities or Blue Sky Laws, (B) the HSR Act and promptly make any further submissions that are necessary or advisable, (ivrelated governmental request(s) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions thereunder and (vC) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parentother applicable Law; provided, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall cooperate with each be responsible for other in connection with the payment making of oneall such filings, including providing copies of all such documents to the non-half filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Each of the Company and Parent shall furnish to each other all information required from it for any application or other filing fees applicable to the Transactions be made pursuant to any Antitrust Lawapplicable Law (including all information required to be included in the Company Proxy Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent and the Company shall (and shall cause their affiliates to) use commercially reasonable efforts Each party agrees to (i) consummate the Transactions and cause the conditions set forth reasonably cooperate with each other in Article VI determining whether any filings are required to be satisfied, (ii) promptly obtain all actions or nonactions, consents, clearances, Permits (including Environmental Permits), waivers, approvals, authorizations and Orders from made with any Governmental Entities necessary or advisable Entity in connection with the execution and delivery of this Agreement or any Ancillary Agreement and the consummation of the Transactions, (iii) transactions contemplated hereby and thereby and agrees to make as promptly as practicable after any such filing that may be required with respect to the date of transactions contemplated by this AgreementAgreement or any Ancillary Agreement under any applicable antitrust, make all registrationscompetition, notifications and filings with any Governmental Entity necessary foreign investment or advisable in connection with the consummation of the Transactions, including filings required under Antitrust Lawstrade regulation Law, and to promptly make supply any further submissions additional information or documentary material that are necessary or advisable, (iv) seek to resolve any objection or assertion may be requested by any Governmental Entity challenging this Agreement or Entity; provided, however, notwithstanding anything to the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parentcontrary contained herein, the Company and their respective affiliates the Parent Parties agree any filings, information or documentation relating to any divestiture obligations set forth in Section 6.9(c) shall be solely the obligations of the Parent Parties; provided, further, however, that the immediately preceding proviso shall not be required apply to make the Company's obligations in Section 6.9(h) or any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and information or document request from any Governmental Entity directed to the Company or any Company Subsidiary in respect of any Company Station to be divested with respect to any information or documentation in the possession or control of the Company that has not been provided to Parent or that the Governmental Entity will not accept from Parent. Any filing fees payable by any party hereto to any Governmental Entity in connection with any required authorizations, consents, orders or approvals shall each be responsible for the payment of borne one-half (1/2) by Parent and one-half (1/2) by the Company, in each case irrespective of whether the filing fees applicable to the Transactions pursuant to any Antitrust Lawtransactions are consummated.

Appropriate Action; Consents; Filings. (a) Parent The Seller and the Company MDEX shall (and shall cause each use their affiliates to) use commercially reasonable best efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) promptly obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from or orders required to be obtained or make any filings with or notifications or submissions to any Governmental Entities necessary Entity (other than described in the following clause (iii)) required to be made by the Seller or advisable MDEX in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated hereby, including, without limitation, the Acquisition, (iii) as promptly as practicable after the date of this Agreement, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the Acquisition, required under (A) the Securities Act and any Governmental Entity necessary other applicable federal or advisable state securities Laws, and (B) any other applicable Law; provided that the Seller and MDEX shall cooperate with each other in connection with the consummation making of all such filings and submissions. Each of the TransactionsSeller and MDEX, including filings required under Antitrust Lawsupon request, shall furnish to the other and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement all information concerning itself and its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary, advisable or the Transactions and (v) execute and deliver required for any additional instruments necessary application or advisable other filing or submission to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable made pursuant to the Transactions pursuant to rules and regulations of any Antitrust Lawapplicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) The Company and Parent and the Company shall (and shall cause use their affiliates to) use commercially reasonable best efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (ii) promptly obtain all actions or nonactions, from any Governmental Entity any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from or orders required to be obtained or made by the Company or Parent or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entities necessary or advisable Entity (including, without limitation, those in connection with the consummation of the TransactionsHSR Act), (iii) as promptly as practicable after the date of this Agreement, make all registrations, notifications and filings with any Governmental Entity necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated hereby, including filings including, without limitation, the Merger, and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under Antitrust (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, and promptly make any further submissions that are necessary or advisable(B) the HSR Act, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (vC) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parentother applicable Law; provided, that the Company and their respective affiliates Parent shall not be cooperate with each other in connection with the making of all such filings, including, if requested, by 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. The Company and Parent shall furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law (including all information required to make any concessions under this Section 5.07 that are not conditioned upon be included in the Closing. Parent Proxy Statement and the Company shall each be responsible for Registration Statement) in connection with the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust Lawtransactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent Seller and the Company MRG shall (and shall cause their affiliates to) use commercially each use, all reasonable efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) promptly obtain all actions or nonactions, from any governmental entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by MRG or Seller in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated hereby, (iii) as promptly as practicable after the date of this Agreement, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement required under (A) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any Governmental Entity necessary other applicable federal or advisable state securities laws, and (B) any other applicable federal or state law; provided that MRG and Seller shall cooperate with each other in connection with the consummation making of the Transactionsall such filings, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment providing copies of one-half of the filing fees applicable all such documents to the Transactions nonfiling party and its advisors prior to such filings and, if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith. Seller and MRG shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any Antitrust Lawapplicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent The Company and the Company HUWX shall (and shall cause each use their affiliates to) use commercially reasonable best efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) promptly obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from or orders required to be obtained or make any filings with or notifications or submissions to any Governmental Entities necessary Entity (other than described in the following clause (iii)) required to be made by the Company or advisable HUWX in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated hereby, including, without limitation, the Acquisition, (iii) as promptly as practicable after the date of this Agreement, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the Acquisition, required under (A) the Securities Act and any Governmental Entity necessary other applicable federal or advisable state securities Laws, and (B) any other applicable Law; provided that the Company and HUWX shall cooperate with each other in connection with the consummation making of all such filings and submissions. Each of the TransactionsCompany and HUWX, including filings required under Antitrust Lawsupon request, shall furnish to the other and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement all information concerning itself and its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary, advisable or the Transactions and (v) execute and deliver required for any additional instruments necessary application or advisable other filing or submission to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable made pursuant to the Transactions pursuant to rules and regulations of any Antitrust Lawapplicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) The Company, Parent and the Company Purchaser shall (and shall cause use their affiliates to) use commercially reasonable best efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (ii) promptly obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entities necessary or advisable Entity (including, without limitation, those in connection with the HSR Act and any other applicable Antitrust Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated herein, including without limitation the Merger, and (iii) as promptly as practicable reasonably practicable, and in any event within five (5) Business Days after the date hereof or the expiration of this Agreementany applicable legal deadline, whichever comes first, make all registrationsnecessary filings, notifications and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws (to the extent such filings with may reasonably be prepared and made during such period), (B) the HSR Act, (C) any Governmental Entity necessary other applicable Antitrust Law and (D) any other applicable Law. The Company, Parent and the Purchaser shall furnish to each other all information required for any application or advisable other filing under the rules and regulations of any applicable Law in connection with the consummation of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion transactions contemplated by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawAgreement.

Appropriate Action; Consents; Filings. The Company, Twin and the Purchaser shall each use its reasonable best efforts promptly (a) Parent to take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the Transactions as contemplated by this Agreement and the Company shall (and shall cause their affiliates to) use commercially reasonable efforts to (i) consummate the Transactions and cause the conditions set forth Shareholder Agreement in Article VI to be satisfiedan expeditious manner, (iib) promptly to obtain all actions or nonactions, from any Governmental Authority any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained by the Company, Twin or the Purchaser, respectively, in connection with the consummation of the Transactionsauthorization, (iii) as promptly as practicable after the date execution, delivery and performance of this Agreement, the consummation of the Transactions contemplated hereby, and the Shareholder Agreement, (c) to make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement, the Transactions, and the Shareholder Agreement and any Governmental Entity necessary other transactions contemplated hereby or advisable thereby required under any applicable Law; provided that the Company, Twin and the Purchaser shall cooperate with each other in connection with the consummation making of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactionsall such filings. Parent, the The Company and their respective affiliates Twin shall not furnish all information reasonably requested by the Purchaser for any application or other filing to be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions made pursuant to any Antitrust Lawapplicable law in connection with the transactions contemplated by this Agreement, and the Shareholder Agreement.

Appropriate Action; Consents; Filings. (a) Parent and Subject to Section 5.04 hereof, each of the Company Parties shall (and shall cause their affiliates to) use its commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate the Transactions and cause to complete the conditions set forth in Article VI to be satisfiedArrangement as promptly as practicable, (ii) promptly obtain all actions or nonactions, expeditiously from any Governmental Authorities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by the Parties or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, (iii) participate and appear in any proceeding relating to the Transactions before Governmental Authorities; and (iv) as promptly as practicable after practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Transactions required under applicable Laws; provided, that the Parties 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. From the date of this AgreementAgreement until the Effective Time, make all registrationseach of the Parties shall promptly notify the other Parties in writing of any pending or, notifications and filings with to the Knowledge of the first Party, threatened action, proceeding or investigation by any Governmental Entity necessary Authority or advisable any other Person (i) challenging or seeking material damages in connection with the Arrangement or the Transactions, (ii) seeking to restrain or prohibit the consummation of the Transactions, including filings required under Antitrust Laws, and promptly make Transactions or otherwise limit the right of Parent or Subco to own or operate all or any further submissions that are necessary portion of the businesses or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, assets of the Company and their respective affiliates shall not be required or any of its Subsidiaries or (iii) that is reasonably likely to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the have a Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawMaterial Adverse Effect.

Appropriate Action; Consents; Filings. (a) Parent and the Company shall (and shall cause their affiliates to) use commercially reasonable efforts to (i) consummate Upon the Transactions terms and cause subject to the conditions set forth in Article VI this Agreement, the Parties shall use their commercially reasonable efforts to take, or cause to be satisfiedtaken, (ii) promptly obtain all actions appropriate action, and do, or nonactionscause to be done, consents, clearances, Permits (including Environmental Permits), waivers, approvals, authorizations all things required under applicable Governmental Requirements or otherwise to consummate and Orders from Governmental Entities necessary or advisable in connection with make effective the consummation of the Transactions, (iii) Transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, make all registrations, notifications and filings with any Governmental Entity necessary or advisable in connection with the consummation of the Transactionspracticable, including filings required under Antitrust Laws, (A) executing and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver delivering any additional instruments necessary necessary, proper or advisable to consummate the Transactions. ParentTransactions contemplated by, and to carry out fully the Company and their respective affiliates shall not be purposes of, this Agreement, (B) obtaining from any Governmental Authorities any Approvals required to make any concessions under be obtained or made by Royal Gold or Operator in connection with the authorization, execution and delivery of this Section 5.07 that are not conditioned upon the Closing. Parent Agreement and the Company shall each be responsible for the payment of one-half consummation of the filing fees Transactions contemplated by this Agreement and (C) making all necessary filings, and thereafter making any other required submissions, with respect to this Agreement under any applicable Governmental Requirement; provided, however that Royal Gold or Operator shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the Transactions non-filing Party and its advisors prior to filing and discussing all reasonable additions, deletions or changes suggested in connection therewith. Royal Gold or Operator shall furnish to each other all information reasonably required for any application or other filing to be made pursuant to any Antitrust Lawapplicable Governmental Requirement in connection with the Transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) The Company and the Parent shall each use all reasonable efforts (i) to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things that, in either case, are necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) to obtain from any Governmental Authorities any Authorizations or Orders required to be obtained by the Parent or the Company or any of their Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, (iii) to make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act (in the case of the Parent) and the Exchange Act and the Regulations thereunder, and any other applicable federal or state securities Laws, (B) the HSR Act and (C) any other applicable Law. The Parent and the Company shall (and shall cause their affiliates to) use commercially reasonable efforts to (i) consummate the Transactions and cause the conditions set forth in Article VI to be satisfied, (ii) promptly obtain all actions or nonactions, consents, clearances, Permits (including Environmental Permits), waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable cooperate with each other in connection with the consummation making of all such filings, including providing copies of all such documents to the Transactionsnonfiling party and its advisors prior to filings and, (iii) as promptly as practicable after if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith. The Company and the date Parent shall furnish all information required for any application or other filing to be made pursuant to any applicable Law or any applicable Regulations of this Agreement, make all registrations, notifications and filings with any Governmental Entity necessary Authority (including all information required to be included in the Joint Proxy Statement, the Joint Proxy Statement/Prospectus or advisable the Registration Statement) in connection with the consummation of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion transactions contemplated by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawAgreement.

Appropriate Action; Consents; Filings. (a) Parent The Company and the Company Acquiror shall (each use, and shall cause each of their affiliates to) respective subsidiaries to use, and each of the Shareholders shall use commercially all reasonable efforts to promptly (i) consummate the Transactions and to take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) promptly to obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained by the Company, Acquiror or any of the Shareholders, respectively, or any of the Company's or Acquiror's respective subsidiaries, in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the Transactionstransactions contemplated hereby, (iii) as promptly as practicable after the date of this Agreement, to make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any Governmental Entity necessary other applicable federal or advisable state securities laws, (B) the HSR Act and (C) any other applicable Law; provided that Acquiror and the Company shall cooperate with each other in connection with the consummation making of the Transactionsall such filings, including filings required under Antitrust Lawsproviding copies of all such documents to the nonfiling party and its advisors prior to filing and, and promptly make any further submissions that are necessary if requested, shall accept all reasonable additions, deletions or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactionschanges suggested in connection therewith. Parent, the The Company and their respective affiliates Acquiror shall not furnish all information required for any application or other filing to be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable made pursuant to the Transactions pursuant to rules and regulations of any Antitrust Lawapplicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent The Target and the Company Acquiror shall (and shall cause use their affiliates to) use commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable law or required to be taken by any Governmental Authority or otherwise to consummate and make effective the Transactions and cause the conditions set forth in Article VI to be satisfiedas promptly as practicable, (ii) promptly obtain all actions or nonactions, from any Governmental Authorities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by Acquiror or the Target or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, including, without limitation, the Merger, and (iii) as promptly as practicable after the date of this Agreementpracticable, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Exchange Act, and any Governmental Entity necessary other applicable federal or advisable state securities laws, (B) Delaware Law, (C) the HSR Act and any related governmental request thereunder, and (D) any other applicable law; PROVIDED that Acquiror and the Target shall cooperate with each other in connection with the consummation making of the Transactionsall such filings, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment providing copies of one-half of the filing fees applicable all such documents to the Transactions pursuant non-filing party and its advisors prior to any Antitrust Law.filing and, if requested, to accept all reasonable additions, deletions or changes suggested

Appropriate Action; Consents; Filings. (a) Parent The Company and the Acquiror shall each use all reasonable efforts (i) to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things that, in either case, are necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Plan, (ii) to obtain from any Governmental Authorities any Authorizations or Orders required to be obtained or made by the Acquiror or the Company or any of their Subsidiaries in connection with the authorization, execution, delivery and performance of this Plan and the consummation of the transactions contemplated hereby, including the Merger, (iii) to make all necessary filings, and thereafter make any other required submissions, with respect to this Plan and the Merger required under (A) the Securities Act (in the case of Acquiror) and the Exchange Act and the Regulations thereunder, and any other applicable federal or state securities Laws, (B) the HSR Act and (C) any other applicable Law. The Acquiror and the Company shall (and shall cause their affiliates to) use commercially reasonable efforts to (i) consummate the Transactions and cause the conditions set forth in Article VI to be satisfied, (ii) promptly obtain all actions or nonactions, consents, clearances, Permits (including Environmental Permits), waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable cooperate with each other in connection with the consummation making of all such filings, including providing copies of all such documents to the Transactionsnonfiling party and its advisors prior to filings and, (iii) as promptly as practicable after if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith. The Company and the date Acquiror shall furnish all information required for any application or other filing to be made pursuant to any applicable Law or any applicable Regulations of this Agreement, make all registrations, notifications and filings with any Governmental Entity necessary Authority (including all information required to be included in the Company Proxy Statement or advisable the Registration Statement) in connection with the consummation of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion transactions contemplated by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawPlan.

Appropriate Action; Consents; Filings. (a) The Company and Parent and the Company shall (and shall cause use their affiliates to) use respective commercially reasonable efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger and the other transactions contemplated hereby as promptly as practicable; (ii) promptly obtain all actions or nonactions, in a timely manner from Governmental Authorities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by Parent or the Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, Merger and the other transactions contemplated hereby; and (iii) as promptly as practicable after the date of make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, make all registrations, notifications and filings with any Governmental Entity necessary the Merger or advisable in connection with the consummation of the Transactions, including filings other transactions contemplated hereby that are required under Antitrust (A) the Exchange Act, and any other applicable federal or state securities Laws, (B) the HSR Act and promptly make any further submissions that are necessary or advisablerelated governmental request(s) thereunder, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (vC) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 other applicable Law; provided that are not conditioned upon the Closing. Parent and the Company shall cooperate with each be responsible for other in connection with the payment making of oneall such filings, including providing copies of all such documents to the non-half filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Each of the Company and Parent shall furnish to each other all information required from it for any application or other filing fees applicable to the Transactions be made pursuant to any Antitrust Lawapplicable Law (including all information required to be included in the Company Proxy Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent Upon the terms and the Company shall (and shall cause their affiliates to) use commercially reasonable efforts subject to (i) consummate the Transactions and cause the conditions set forth in Article VI this Merger Agreement, the Company, Merger Sub and Acquiror shall use their reasonable best efforts to take, or cause to be satisfiedtaken, (ii) promptly obtain all actions appropriate action, and do, or nonactionscause to be done, consentsand to assist and cooperate with the other parties in doing all things necessary, clearances, Permits (including Environmental Permits), waivers, approvals, authorizations and Orders from Governmental Entities necessary proper or advisable in connection with under applicable Law or otherwise to consummate and make effective the consummation of the Transactions, (iii) transactions contemplated by this Merger Agreement as promptly as practicable after the date of this Agreement, make all registrations, notifications and filings with any Governmental Entity necessary or advisable in connection with the consummation of the Transactionspracticable, including filings required under Antitrust Laws, (i) executing and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver delivering any additional instruments necessary necessary, proper or advisable to consummate the Transactions. Parenttransactions contemplated by, and to carry out fully the purposes of, this Merger Agreement, (ii) obtaining from any Governmental Entities any Licenses required to be obtained or made by Acquiror, Merger Sub or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Merger Agreement and the consummation of the transactions contemplated herein, including, without limitation, the Company Merger, and their respective affiliates shall not be (iii) making all necessary filings, and thereafter making any other required submissions, with respect to make this Merger Agreement and the Merger required under (A) the Securities Act, the Exchange Act and any concessions under this Section 5.07 that are not conditioned upon other applicable federal or state securities Laws, (B) the Closing. Parent HSR Act and (C) any other applicable Law; provided, that, Acquiror, Merger Sub and the Company shall cooperate with each be responsible for other in connection with the payment making of one-half all such filings, including providing copies of the filing fees applicable all such Documents to the Transactions non-filing party and its advisors prior to filing and discussing all reasonable additions, deletions or changes suggested in connection therewith. The Company and Acquiror shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any Antitrust Lawapplicable Law in connection with the transactions contemplated by this Merger Agreement.

Appropriate Action; Consents; Filings. (a) Parent and the Company shall (and shall cause use their affiliates to) use commercially reasonable efforts to (iA) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (iiB) promptly obtain all actions or nonactions, from any Governmental Entity any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from or orders required to be obtained or made by Parent or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entities necessary or advisable Entity (including, without limitation, those in connection with the consummation of the TransactionsHSR Act), (iii) as promptly as practicable after the date of this Agreement, make all registrations, notifications and filings with any Governmental Entity necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated herein, including filings including, without limitation, the Merger, and (C) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under Antitrust (x) the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, and promptly make any further submissions that are necessary or advisable(y) the HSR Act, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (vz) execute any other applicable Law; provided, that Parent and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company shall cooperate with each other in connection with the making of all such filings, including, if requested, by providing copies of all such documents to the non-filing party and their respective affiliates shall not be required its advisors prior to make any concessions under filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith; provided, that nothing in this Section 5.07 that are not conditioned upon 5.5(a) shall require the Closingexpenditure of money by the Company or Parent to a third party in exchange for any such consent (other than nominal filing or processing fees). Parent and the Company shall use commercially reasonable efforts to furnish to each be responsible other all information required for any application or other filing under the payment rules and regulations of one-half of any applicable Law in connection with the filing fees applicable to the Transactions pursuant to any Antitrust Lawtransactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent Subject to the terms and conditions of this Agreement, the Company and Parent shall (and shall cause their affiliates to) use commercially reasonable efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger as promptly as practicable, (ii) promptly obtain all actions or nonactions, from any Governmental Authorities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by Parent or the Company or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the TransactionsOffer and the Merger, (iii) effect all registrations, filings, and transfers of Environmental Permits necessary for the operation of the Company's business as promptly as practicable after the date of presently conducted in all material respects and required under Environmental Laws and (iv) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, make all registrations, notifications the Offer and filings with any Governmental Entity necessary or advisable in connection with the consummation of the Transactions, including filings Merger required under Antitrust Laws(A) the Exchange Act, and promptly make any further submissions that are necessary other applicable federal or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions state securities Laws and (vB) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 other applicable Law; provided that are not conditioned upon the Closing. Parent and the Company shall cooperate with each other in connection with the making of all such filings and, if requested, to accept all reasonable additions, deletions or changes suggested by the other party in connection therewith. The Company and Parent shall furnish to each other all information required for any application or other filing to be responsible for made by the payment of one-half of the filing fees applicable other party pursuant to the Transactions pursuant to rules and regulations of any Antitrust Lawapplicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) The Company and Parent and the Company shall (and shall cause their affiliates to) use commercially reasonable efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Share Exchange, the Merger and the other transactions contemplated hereby as promptly as practicable; (ii) promptly obtain all actions or nonactions, in a timely manner from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the TransactionsShare Exchange, the Merger and the other transactions contemplated hereby; and (iii) as promptly as practicable after the date of make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, make all registrationsthe Share Exchange, notifications and filings with any Governmental Entity necessary the Merger or advisable in connection with the consummation of the Transactions, including filings other transactions contemplated hereby that are required under Antitrust Laws(A) the Exchange Act, and promptly make any further submissions that are necessary other applicable federal or advisablestate securities laws, (ivB) seek to resolve the HSR Act and any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions related governmental request thereunder, and (vC) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 other applicable Law; provided that are not conditioned upon the Closing. Parent and the Company shall cooperate with each be responsible for other in connection with the payment making of one-half all such filings, including providing copies of the filing fees applicable all such documents to the Transactions non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any Antitrust Lawapplicable law (including all information required to be included in any SEC Transaction Filing) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent LVGI and the Company KETOSPORTS shall (and shall cause each use their affiliates to) use commercially reasonable best efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) promptly obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations or orders required to be obtained or make any filings with or notifications or submissions to any Governmental Entity (other than described in the following clause (iii)) required to be made by LVGI and Orders from Governmental Entities necessary or advisable KETOSPORTS in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated hereby, (iii) as promptly as practicable after the date of this Agreement, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the transactions contemplated herein, required under (A) the Securities Act and any Governmental Entity necessary other applicable federal or advisable state securities laws, und (B) any other applicable law; provided that LVGI and KETOSPORTS shall cooperate with each other in connection with the consummation making of all such filings and submissions. Each of LVGI and KETOSPORTS, upon request, shall furnish to the Transactions, including filings required under Antitrust Laws, others and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement all information concerning itself and its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary, advisable or the Transactions and (v) execute and deliver required for any additional instruments necessary application or advisable other filing or submission to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable made pursuant to the Transactions pursuant to rules and regulations of any Antitrust Lawapplicable law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent and the Company shall (and shall cause use their affiliates to) use commercially reasonable efforts to (iA) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (iiB) promptly obtain all actions or nonactions, from any Governmental Entity any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from or orders required to be obtained or made by Parent or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entities necessary or advisable Entity (including, without limitation, those in connection with the consummation of the TransactionsHSR Act), (iii) as promptly as practicable after the date of this Agreement, make all registrations, notifications and filings with any Governmental Entity necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated hereby, including, without limitation, the Merger, and (C) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the transactions contemplated hereby, including filings the Merger, required under Antitrust (x) the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, and promptly make (y) any further submissions other applicable Law; provided, that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall cooperate with each be responsible for other in connection with the payment making of one-half all such filings, including, if requested by providing copies of the filing fees applicable all such documents to the Transactions pursuant non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith; provided, further, that nothing in this Section 5.7(a) shall require the expenditure of money by the Company or Parent to a third party in exchange for any Antitrust Lawsuch consent (other than nominal filing or processing fees).

Appropriate Action; Consents; Filings. (a) The Company and Parent and the Company shall (and shall cause use their affiliates to) use commercially reasonable best efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (ii) promptly obtain all actions or nonactions, from any Governmental Entity any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from or orders required to be obtained or made by the Company or Parent or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entities necessary or advisable Entity, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated hereby, including, without limitation, the Merger, and (iii) as promptly as practicable after the date of this Agreement, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the Merger required under the Securities Act and the Exchange Act, and any Governmental Entity necessary other applicable federal or advisable state securities Laws and any other applicable Law; provided, that the Company and Parent shall cooperate with each other in connection with the consummation making of all such filings, including, if requested, by providing copies of all such documents to the Transactionsnon-filing party and its advisors prior to filing and, including filings required under Antitrust Lawsif requested, and promptly make any further submissions that are necessary to accept all reasonable additions, deletions or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactionschanges suggested in connection therewith. Parent, the The Company and their respective affiliates Parent shall not be furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law (including all information required to make any concessions under this Section 5.07 that are not conditioned upon be included in the Closing. Parent Proxy Statement and the Company shall each be responsible for Registration Statement) in connection with the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust Lawtransactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent Subject to the terms and conditions herein provided, the Company Company, Acquiror and Acquiror Sub shall (and shall cause their affiliates to) use commercially all reasonable efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (ii) promptly obtain all actions or nonactions, from any Governmental Entities any consents, clearances, Permits (including Environmental Permits), waivers, approvals, authorizations and Orders from Governmental Entities necessary licenses or advisable orders required to be obtained by Acquiror or the Company in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated by this Agreement, including, without limitation, the Merger, and (iii) as promptly as practicable after the date of this Agreement, make all registrations, necessary notifications and filings and thereafter make any other required submissions with respect to this Agreement and the Merger required under (A) the Exchange Act and any Governmental Entity necessary other applicable federal or advisable state securities laws, and (B) any other applicable law; provided that Acquiror and the Company shall cooperate with each other in connection with the consummation making of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactionsall such filings. Parent, the The Company and their respective affiliates Acquiror shall not 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 (including all information required to make any concessions under be included in the Proxy Statement) in connection with the transactions contemplated by this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawAgreement.

Appropriate Action; Consents; Filings. (a) Parent Each Constituent Affiliate Owner and the Company XXX shall (and shall cause their affiliates to) use commercially reasonable commercial efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable under applicable Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) promptly obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and authorizations, or Orders from Governmental Entities necessary required to be obtained or advisable made by any Constituent or XXX in connection with the authorization, execution, and delivery of this Agreement and the consummation of the Transactionstransactions contemplated hereby, including the Consolidation, (iii) as promptly as practicable after the date of this Agreement, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, respecting this Agreement and the Consolidation required under (1) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities Laws, and (2) any other applicable Law; provided that, each Constituent Affiliate Owner and XXX shall cooperate with any Governmental Entity necessary or advisable each other Party in connection with the consummation making of the Transactionsall such filings, including providing copies of all such documents to each nonfiling Party and its advisors prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. Each Constituent Affiliate Owner and XXX shall furnish all information required under Antitrust Laws, and promptly make for any further submissions that are necessary application or advisable, (iv) seek other filing to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable made pursuant to the Transactions pursuant to rules and regulations of any Antitrust Lawapplicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent Superior and the Company Xxxxxx shall (and shall cause their affiliates to) each use commercially all reasonable efforts to (i) consummate the Transactions and to take, or to cause the conditions set forth in Article VI to be satisfiedtaken, all actions, and to do, or to cause to be done, all things that, in either case, are necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) promptly to obtain all actions from any governmental authorities any authorizations or nonactions, consents, clearances, Permits (including Environmental Permits), waivers, approvals, authorizations and Orders from Governmental Entities necessary orders required to be obtained by Xxxxxx or advisable Superior or any of their respective subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the Transactionstransactions contemplated hereby, including the Merger, (iii) as promptly as practicable after the date of this Agreement, to make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act (in the case of Xxxxxx) and the Exchange Act and the regulations thereunder, and any Governmental Entity necessary other applicable federal or advisable state securities laws, (B) the HSR Act and (C) any other applicable law. Xxxxxx and Superior shall cooperate with each other in connection with the consummation making of the Transactionsall such filings, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment providing copies of one-half of the filing fees applicable all such documents to the Transactions nonfiling party and its advisors prior to filings and, if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith. Superior and Xxxxxx shall furnish all information required for any application or other filing to be made pursuant to any Antitrust Lawapplicable law or any applicable regulations of any governmental authority (including all information required to be included in the Joint Proxy Statement, the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) The Company, Parent and the Company Parent Sub shall (and shall cause their affiliates each use its best efforts to) use commercially reasonable efforts to : (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) promptly obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by Parent, Parent Sub or the Company in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated herein, including, without limitation, the Merger; (iii) as promptly as practicable after the date of this Agreement, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) Delaware Law (including holding a stockholders meeting and/or sending notice of merger and appraisal rights) and the federal securities laws and the rules and regulations thereunder, if any, and any Governmental Entity necessary other applicable federal or advisable state securities laws, and (B) any other applicable Law; provided that Parent, Parent Sub and the Company shall cooperate with each other in connection with the consummation making of the Transactionsall such filings, including filings required under Antitrust Lawsproviding copies of all such documents to the nonfiling party and its advisors prior to filing and, and promptly make any further submissions that are necessary if requested, accepting all reasonable additions, deletions or advisablechanges suggested in connection therewith. The Company, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company Parent Sub shall each furnish all information required for any application or other filing to be responsible for the payment of one-half of the filing fees applicable made pursuant to the Transactions pursuant to rules and regulations of any Antitrust Lawapplicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent The Purchaser and the Company Sellers shall (and shall cause use their affiliates to) use commercially reasonable efforts to (iA) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (iiB) promptly obtain all actions or nonactions, from any Governmental Entity any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations or orders respectively required to be obtained or made by Purchaser and Orders from Sellers or any of their respective subsidiaries, or to avoid any action or proceeding by any Governmental Entities necessary or advisable Entity in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, and (iiiC) as promptly as practicable after make or assist the date of other parties hereto in making all necessary filings, and thereafter make any other required submissions, with respect to this AgreementAgreement and the Transactions required under the Exchange Act, make all registrationsand any other applicable law; provided, notifications however, that Purchaser and filings Sellers shall cooperate with any Governmental Entity necessary or advisable each other in connection with the consummation making of all such filings, including providing copies, if requested, 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, and to assist Purchaser in preparing a UFOC sufficient for the Purchaser's operation of the TransactionsBusiness after the Effective Time. The Purchaser and Sellers shall furnish, including filings upon written request, to each other all information required for any application or other filing under Antitrust Laws, the rules and promptly make regulations of any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion applicable law in connection with the transactions contemplated by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawAgreement.

Appropriate Action; Consents; Filings. (a) The Company and Parent and the Company shall (and shall cause use their affiliates to) use commercially reasonable efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (ii) as promptly as practicable, and in all cases up to and including the Outside Date, obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including those in connection with the Antitrust Laws), in connection with the authorization, execution and Orders from delivery of this Agreement and the consummation of the transactions contemplated herein, including the Offer and the Merger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions and respond as promptly as practicable to any requests for additional information or documentary material with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, (B) the Antitrust Laws and (C) any other applicable Law; provided, that the Company and Parent shall cooperate with each other in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9, the Proxy Statement and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entities necessary or advisable Entity is required in connection with the consummation of the TransactionsOffer or the Merger and (z) seeking any such actions, (iii) as promptly as practicable after consents, approvals or waivers or making any such filings. The Company and Parent shall furnish to each other all information required for any application or other filing under the date rules and regulations of this Agreement, make all registrations, notifications and filings with any Governmental Entity necessary or advisable applicable Law in connection with the consummation of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion transactions contemplated by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawAgreement.

Appropriate Action; Consents; Filings. (a) Parent Xxxxx and the Company Carpatsky shall (each use, and shall cause each of their affiliates to) use commercially subsidiaries to use, all reasonable efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) promptly obtain all actions or nonactions, from any Governmental Authorities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by Carpatsky or Xxxxx or any of its subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated hereby, including, without limitation, the Redomestication, the Exchange and the Merger, (iii) as promptly as practicable after the date of make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, make all registrationsthe Redomestication, notifications the Exchange and filings the Merger required under (A) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, and (B) any other applicable Law; provided that Carpatsky and Xxxxx shall cooperate with any Governmental Entity necessary or advisable each other in connection with the consummation making of the Transactionsall such filings, including providing copies of all such documents to the nonfiling party and its advisors prior to such filings and, if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith. Xxxxx and Carpatsky shall furnish all information required under Antitrust Laws, for any application or other filing to be made pursuant to the rules and promptly make regulations of any further submissions that are necessary or advisable, applicable Law (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be including all information required to make any concessions under be included in the Form S-4) in connection with the transactions contemplated by this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawAgreement.

Appropriate Action; Consents; Filings. (a) Parent and Subject to Section 5.04 hereof, each of the Company Parties shall (and shall cause their affiliates to) use its commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate the Transactions and cause to complete the conditions set forth in Article VI to be satisfiedArrangement as promptly as practicable, (ii) promptly obtain all actions or nonactions, expeditiously from any Governmental Authorities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by the Parties or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, (iii) participate and appear in any proceeding relating to the Transactions before Governmental Authorities; and (iv) as promptly as practicable after practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Transactions required under applicable Laws; provided, that the Parties 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. From the date of this AgreementAgreement until the Effective Time, make all registrationseach of the Parties shall promptly notify the other Parties in writing of any pending or, notifications and filings with to the knowledge of the first Party, threatened action, proceeding or investigation by any Governmental Entity necessary Authority or advisable any other Person (i) challenging or seeking material damages in connection with the Arrangement or the Transactions, (ii) seeking to restrain or prohibit the consummation of the Transactions, including filings required under Antitrust Laws, and promptly make Transactions or otherwise limit the right of Parent or Subco to own or operate all or any further submissions that are necessary portion of the businesses or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, assets of the Company and their respective affiliates shall not be required or any of its Subsidiaries or (iii) that is reasonably likely to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the have a Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawMaterial Adverse Effect.

Appropriate Action; Consents; Filings. (a) Parent and Subject to Section 6.6, the Company shall (and shall cause parties hereto will use their affiliates to) use commercially respective reasonable best efforts to (i) consummate and make effective the Transactions transactions contemplated hereby and to cause the conditions to the Offer and the Merger set forth in Annex I and Article VI VII to be satisfied, including (iii) promptly obtain the obtaining of all necessary actions or nonactions, consents, clearances, Permits (including Environmental Permits), waivers, approvals, authorizations consents and Orders approvals from Governmental Entities Authorities or other persons necessary or advisable in connection with the consummation of the Transactions, (iii) as promptly as practicable after the date of transactions contemplated by this Agreement, make including the Offer and the Merger and the making of all registrations, notifications necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any Governmental Entity Authority or other persons necessary or advisable in connection with the consummation of the Transactionstransactions contemplated by this Agreement, including filings required under Antitrust Laws, the Offer and promptly make any further submissions that are necessary or advisablethe Merger, (ivii) seek to resolve the defending of any objection lawsuits or assertion by any Governmental Entity other legal proceedings, whether judicial or administrative, challenging this Agreement or the Transactions consummation of the transactions including the Offer and the Merger, performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and (viii) execute the execution and deliver delivery of any additional instruments necessary or advisable to consummate the TransactionsOffer and the Merger and other transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to carry out fully the purposes of this Agreement. ParentEach of the parties hereto shall promptly (and in no event later than five (5) Business Days following the date that this Agreement is executed) make and not withdraw its respective filings, and thereafter make any other required submissions under the HSR Act with respect to the transactions contemplated hereby, including the Offer, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent Merger and the Company shall each be responsible for the payment of oneTop-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawUp Option.

Appropriate Action; Consents; Filings. (a) Parent The Company, Purchaser and Seller shall use, and Seller shall cause the Company shall (and shall cause their affiliates to) use commercially each of its subsidiaries, if any, to use, all reasonable efforts to (a) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable under applicable laws or otherwise to consummate and make effective the transactions contemplated by this Agreement, and (b) make all necessary filings, and thereafter make any other required submissions, respecting this Agreement required under (i) consummate the Transactions Securities Act of 1933, as amended (“Securities Act”) and cause the conditions set forth in Article VI to be satisfiedSecurities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, and any other applicable federal or state securities laws, and (ii) promptly obtain all actions or nonactions, consents, clearances, Permits (including Environmental Permits), waivers, approvals, authorizations any other applicable law; and Orders from Governmental Entities necessary or advisable Purchaser and Seller shall cooperate with each other in connection with the consummation making of all such filings, including providing copies of all such documents to the Transactionsother party and its advisors prior to such filings and, (iii) as promptly as practicable after if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. Purchaser and Seller shall furnish all information required for any application or other filing to be made pursuant to the date rules and regulations of this Agreement, make all registrations, notifications and filings with any Governmental Entity necessary or advisable applicable law in connection with the consummation of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion transactions contemplated by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawAgreement.

Appropriate Action; Consents; Filings. (a) Parent The Company and the Company MBI shall (and shall cause each use their affiliates to) use commercially reasonable best efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) promptly obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from or orders required to be obtained or make any filings with or notifications or submissions to any Governmental Entities necessary Entity (other than described in the following clause (iii)) required to be made by the Company or advisable MBI in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated hereby, including, without limitation, the Merger, (iii) as promptly as practicable after the date of this Agreement, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the Merger, required under (A) the Securities Act and any Governmental Entity necessary other applicable federal or advisable state securities Laws, and (B) any other applicable Law; provided that the Company and MBI shall cooperate with each other in connection with the consummation making of all such filings and submissions. Each of the TransactionsCompany and MBI, including filings required under Antitrust Lawsupon request, shall furnish to the other and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement all information concerning itself and its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary, advisable or the Transactions and (v) execute and deliver required for any additional instruments necessary application or advisable other filing or submission to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable made pursuant to the Transactions pursuant to rules and regulations of any Antitrust Lawapplicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent Earful and the Company -------------------------------------- AANP shall (and shall cause their affiliates to) each use commercially reasonable its best efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated in this Agreement, (ii) promptly obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by AANP or Earful or any of their subsidiaries in connection with the consummation of the Transactionstransactions contemplated herein, including, without limitation, the Merger, (iii) as promptly as practicable after the date of this Agreement, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act and the rules and regulations thereunder (in the case of AANP), and any Governmental Entity necessary other applicable federal or advisable state securities laws and (B) any other applicable Law. Earful and AANP shall furnish 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 consummation of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging transactions contemplated in this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawAgreement.

Appropriate Action; Consents; Filings. (a) Subject to Section 5.5 of this Agreement, Parent and the Company shall (and shall cause use their affiliates to) use commercially reasonable efforts to (iA) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (iiB) promptly obtain all actions or nonactions, from any Governmental Entity any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from or orders required to be obtained or made by Parent or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entities necessary or advisable Entity, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated herein, including, without limitation, the Merger, and (iiiC) as promptly as practicable after the date of this Agreement, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the Merger required under (x) the Securities Act and the Exchange Act, and any Governmental Entity necessary other applicable federal or advisable state securities Laws, and (y) any other applicable Law; provided, that Parent and the Company shall cooperate with each other in connection with the consummation making of all such filings, including, if requested, by providing copies of all such documents to the Transactionsnon-filing party and its advisors prior to filing and, including filings required under Antitrust Lawsif requested, and promptly make any further submissions to accept all reasonable additions, deletions or changes suggested in connection therewith; provided, that are necessary or advisable, (ivnothing in this Section 5.6(a) seek to resolve any objection or assertion shall require the expenditure of money by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required or Parent to make a third party in exchange for any concessions under this Section 5.07 that are not conditioned upon the Closingsuch consent (other than nominal filing or processing fees). Parent and the Company shall use commercially reasonable efforts to furnish to each be responsible other all information required for any application or other filing under the payment rules and regulations of one-half of any applicable Law in connection with the filing fees applicable to the Transactions pursuant to any Antitrust Lawtransactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent Xxxxx and the Company Carpatsky shall (each use, and shall cause each of their affiliates to) use commercially subsidiaries to use, all reasonable efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) promptly obtain all actions or nonactions, from any Governmental Authorities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by Carpatsky or Xxxxx or any of its subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated hereby, including, without limitation, the Continuance, the Exchange and the Merger, (iii) as promptly as practicable after the date of make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, make all registrationsthe Continuance, notifications the Exchange and filings the Merger required under (A) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, and (B) any other applicable Law; provided that Carpatsky and Xxxxx shall cooperate with any Governmental Entity necessary or advisable each other in connection with the consummation making of the Transactionsall such filings, including providing copies of all such documents to the nonfiling party and its advisors prior to such filings and, if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith. Xxxxx and Carpatsky shall furnish all information required under Antitrust Laws, for any application or other filing to be made pursuant to the rules and promptly make regulations of any further submissions that are necessary or advisable, applicable Law (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be including all information required to make any concessions under be included in the Form S-4) in connection with the transactions contemplated by this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawAgreement.

Appropriate Action; Consents; Filings. (a) Parent and the Company The parties hereto shall (and shall cause use their affiliates reasonable commercial efforts to) use commercially reasonable efforts to : (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) promptly obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplate hereby, including, without limitation, the Merger; and (iii) as promptly as practicable after the date of this Agreement, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the Merger required under any Governmental Entity necessary or advisable applicable Law and the parties hereto shall cooperate in connection with the consummation making of all such filings. Each of Parent and Trident shall have the Transactions, including filings required under Antitrust Lawsright to review in advance, and promptly make to the extent practicable each will consult with the other on, in each case subject to applicable laws relating to the exchange of information as advised by counsel, all the information relating to the other parties and any further submissions that of their respective subsidiaries or affiliates which are necessary to appear in any filing to be made with, or advisablewritten materials to be submitted to, (iv) seek to resolve any objection third party or assertion by any Governmental Entity challenging in connection with the transactions contemplated by this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable Agreement. Subject to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable laws relating to the Transactions exchange of information as advised by counsel, Trident and Parent shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any Antitrust Lawapplicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent The Sellers, Central Utah and the Company Purchaser shall (and shall cause their affiliates to) use commercially all reasonable efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement, (ii) promptly obtain all actions or nonactions, consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required under Law required in connection with the authorization, execution and delivery of this Agreement and the consummation by them of the Transactionstransactions contemplated hereby, and (iii) as promptly as practicable make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the transactions contemplated herein required under any applicable Law; provided that the Purchaser and Sellers and Central Utah 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, accepting all reasonable additions, deletions or changes suggested in connection therewith. The Sellers, Central Utah and the Purchaser shall furnish 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. In case at any time after the date Closing Time any further action is necessary or desirable to carry out the purposes of this Agreement, make all registrations, notifications and filings with any Governmental Entity necessary or advisable in connection with the consummation of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek each party to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments shall use all reasonable efforts to take all such necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust Lawaction.

Appropriate Action; Consents; Filings. (a) Parent The Company and the Company Acquisition Co. shall (and shall cause use their affiliates to) use commercially reasonable best efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or required to be taken by any Governmental Authority or otherwise to consummate and make effective the Merger as promptly as practicable, (ii) promptly obtain all actions or nonactions, from any Governmental Authorities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by Acquisition Co. or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the TransactionsMerger, and (iii) as promptly as practicable after the date of this Agreementpracticable, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any Governmental Entity necessary other applicable federal or advisable state securities Laws, and (B) any other applicable Law; provided that Acquisition Co. and the Company shall cooperate with each other in connection with the consummation making of the Transactionsall such filings, including filings required under Antitrust Lawsproviding copies of all such documents to the non-filing party and its advisors prior to filing and, and promptly make any further submissions that are necessary if requested, to accept all reasonable additions, deletions or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactionschanges suggested in connection therewith. Parent, the The Company and their respective affiliates Acquisition Co. shall not use reasonable best 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 (including all information required to make any concessions under this Section 5.07 that are not conditioned upon be included in the Closing. Parent Proxy Statement and the Company shall each be responsible for Transaction Statement) in connection with the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust Lawtransactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent Aradyme and the Company Albion shall (use and shall cause each of their affiliates to) use commercially respective subsidiaries, if any, to use, all reasonable efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable under applicable laws or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) promptly obtain all actions or nonactions, from any governmental entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary authorizations, or advisable orders required to be obtained or made by Aradyme or Albion or any subsidiary in connection with the authorization, execution, and delivery of this Agreement and the consummation of the Transactionstransactions contemplated hereby, including, without limitation, the Merger, (iii) as promptly as practicable after the date of this Agreement, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the Merger required under (1) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any Governmental Entity necessary other applicable federal or advisable state securities laws, and (2) any other applicable law; provided that, Aradyme and Albion shall cooperate with each other in connection with the consummation making of the Transactionsall such filings, including providing copies of all such documents to each other Party and its advisors prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. Aradyme and Albion shall furnish all information required under Antitrust Laws, and promptly make for any further submissions that are necessary application or advisable, (iv) seek other filing to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable made pursuant to the Transactions pursuant to rules and regulations of any Antitrust Lawapplicable law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent The Company and the Acquiror shall each use all reasonable efforts (i) to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things that, in either case, are necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) to obtain from any Governmental Authorities any Authorizations or Orders required to be obtained by the Acquiror and its Subsidiaries or the Company in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, (iii) to make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act (in the case of the Acquiror) and the Exchange Act and the Regulations thereunder and any other applicable federal or state securities Laws, (B) the HSR Act and (C) any other applicable Law. The Acquiror and the Company shall (and shall cause their affiliates to) use commercially reasonable efforts to (i) consummate the Transactions and cause the conditions set forth in Article VI to be satisfied, (ii) promptly obtain all actions or nonactions, consents, clearances, Permits (including Environmental Permits), waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable cooperate with each other in connection with the consummation making of all such filings, including providing copies of all such documents to the Transactionsnonfiling party and its advisors prior to filings and, (iii) as promptly as practicable after if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith. The Company and the date Acquiror shall furnish all information required for any application or other filing to be made pursuant to any applicable Law or any applicable Regulations of this Agreement, make all registrations, notifications and filings with any Governmental Entity necessary Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or advisable the Registration Statement) in connection with the consummation of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion transactions contemplated by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawAgreement.

Appropriate Action; Consents; Filings. (a) The Company and Parent and the Company shall (and shall cause use their affiliates to) use commercially reasonable best efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger as promptly as practicable, (ii) promptly obtain all actions or nonactions, in a timely manner from any Governmental Authorities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the TransactionsMerger, and (iii) as promptly as practicable after the date of this Agreementpracticable, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with any Governmental Entity necessary or advisable in connection with respect to this Agreement and the consummation of the Transactions, including filings Merger required under Antitrust (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, (B) the HSR Act and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions related governmental request thereunder and (vC) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 other applicable Law; provided that are not conditioned upon the Closing. Parent and the Company shall cooperate with each be responsible for other in connection with the payment making of one-half all such filings, including providing copies of the filing fees applicable all such documents to the Transactions non-filing party and its advisors prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested by the other party in connection therewith. The Company and Parent shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any Antitrust Lawapplicable Law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent Xxxxx and the Company Key shall (each use, and shall cause each of their affiliates to) use commercially respective subsidiaries to use, all reasonable efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) promptly obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by Key or Xxxxx or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated hereby, including, without limitation, the Merger, (iii) as promptly as practicable after the date of this Agreement, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act (in the case of Key) and the Exchange Act and the rules and regulations thereunder, and any Governmental Entity necessary other applicable federal or advisable state securities laws, and (B) any other applicable Law; provided that Key and Xxxxx shall cooperate with each other in connection with the consummation making of the Transactionsall such filings, including providing copies of all such documents to the nonfiling party and its advisors prior to filings and, if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith. Xxxxx and Key shall furnish all information required under Antitrust Lawsfor any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Xxxxx Proxy Statement, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement the Key Proxy Statement or the Transactions and (vRegistration Statement) execute and deliver any additional instruments necessary or advisable to consummate in connection with the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under transactions contemplated by this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawAgreement.

Appropriate Action; Consents; Filings. From and after the Execution Date, each of the Parties shall use its best efforts (within commercially reasonable limits) to (a) Parent take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise, including but not limited to calling the Company shall (and shall cause their affiliates to) use commercially reasonable efforts Special Shareholders Meeting to (i) consummate obtain the Transactions and cause Shareholder Approval approving the transactions contemplated hereby to satisfy the conditions set forth in Article VI to be satisfiedthe Closing and to consummate and make effective the transactions contemplated by this Agreement, (iib) promptly obtain all actions from any Governmental Entities or nonactions, third parties any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by any Party in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, transactions contemplated hereby and (iiic) as promptly as practicable after the date of this Agreement, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement required under any Governmental Entity necessary applicable United States federal, state, local or advisable foreign law; provided, that the Parties shall cooperate with each other in connection with the consummation making of the Transactionsall such filings, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek providing copies of all such documents to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company non-filing Parties and their respective affiliates shall not be required advisors prior to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable and, if requested, to the Transactions pursuant to any Antitrust Lawaccept all reasonable additions, deletions or changes suggested in connection therewith.

Appropriate Action; Consents; Filings. (a) Parent Company, the Shareholders and the Company IB3 shall (and shall cause their affiliates to) use commercially reasonable efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (ii) promptly obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by IB3 or by Company in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, transactions contemplated by this Agreement and (iii) as promptly as practicable after the date of this Agreement, make all registrations, necessary notifications and filings filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under any Governmental Entity necessary applicable Law, provided that IB3 and Company shall cooperate with each other in connection with 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 advisable changes suggested in connection therewith. Company and IB3 shall 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 consummation of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion transactions contemplated by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawAgreement.

Appropriate Action; Consents; Filings. (a) Parent Superior and the Company shall (and shall cause their affiliates to) Parkxx xxxll each use commercially all reasonable efforts to (i) consummate the Transactions and to take, or to cause the conditions set forth in Article VI to be satisfiedtaken, all actions, and to do, or to cause to be done, all things that, in either case, are necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) promptly to obtain all actions from any governmental authorities any authorizations or nonactions, consents, clearances, Permits (including Environmental Permits), waivers, approvals, authorizations and Orders from Governmental Entities necessary orders required to be obtained by Parkxx xx Superior or advisable any of their respective subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the Transactionstransactions contemplated hereby, including the Merger, (iii) as promptly as practicable after the date of this Agreement, to make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect -29- 34 to this Agreement and the Merger required under (A) the Securities Act (in the case of Parkxx) xxd the Exchange Act and the regulations thereunder, and any Governmental Entity necessary other applicable federal or advisable state securities laws, (B) the HSR Act and (C) any other applicable law. Parkxx xxx Superior shall cooperate with each other in connection with the consummation making of the Transactionsall such filings, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment providing copies of one-half of the filing fees applicable all such documents to the Transactions nonfiling party and its advisors prior to filings and, if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith. Superior and Parkxx xxxll furnish all information required for any application or other filing to be made pursuant to any Antitrust Lawapplicable law or any applicable regulations of any governmental authority (including all information required to be included in the Joint Proxy Statement, the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) NOW, Parent and the Company Subsidiary shall (and shall cause use their affiliates to) use commercially reasonable respective best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable law or required to be taken by any Governmental Entity or otherwise to consummate the Transactions and cause the conditions set forth in Article VI to be satisfiedMerger as promptly as practicable, (ii) promptly obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by NOW, Parent or Subsidiary in connection with the authorization, execution and delivery of this Agreement and the consummation of the TransactionsMerger, and (iii) as promptly as practicable after the date of this Agreementpracticable, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the Merger required under any Governmental Entity necessary or advisable applicable law; provided that NOW and Parent shall cooperate with each other in connection with the consummation making of the Transactionsall such filings, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment providing copies of one-half of the filing fees applicable all such documents to the Transactions other party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. NOW and Parent shall use reasonable best efforts to furnish to the other party all information required for any application or other filing to be made pursuant to the rules and regulations of any Antitrust Lawapplicable law in connection with the Merger and this Agreement.

Appropriate Action; Consents; Filings. (a) Parent Upon the terms and subject to the Company conditions of this Agreement, the parties shall (and shall cause use their affiliates to) use commercially reasonable best efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all action and do, or cause to be done, all things necessary, proper or advisable under Applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (ii) promptly obtain all actions from any Governmental Authorities any Consents required to be obtained by any party or nonactionsany of their respective Subsidiaries, consents, clearances, Permits or to avoid any action or proceeding by any Governmental Authority (including Environmental Permitsthose in connection with any applicable Competition Law), waiversin connection with the authorization, approvalsexecution and delivery of this Agreement and the consummation of the transactions contemplated herein, authorizations including without limitation the Merger and Orders from (iii) as promptly as reasonably practicable, and in any event within ten (10) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and (C) any other applicable Competition Law; provided, that the parties shall cooperate fully with each other in connection with (y) determining whether any action by or in respect of, or filing with, any Governmental Entities necessary or advisable Authority is required, in connection with the consummation of the TransactionsMerger and (z) seeking any such actions, (iii) as promptly as practicable after consents, approvals or waivers or making any such filings. The parties shall furnish to each other all information required for any application or other filing under the date rules and regulations of this Agreement, make all registrations, notifications and filings with any Governmental Entity necessary or advisable Applicable Law in connection with the consummation of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion transactions contemplated by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawAgreement.

Appropriate Action; Consents; Filings. (a) Parent and During the Company Pre-Closing Period, the parties shall (and shall cause use their affiliates to) use commercially reasonable best efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all action and do, or cause to be done, all things necessary, proper or advisable under Applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (ii) promptly obtain all actions from any Governmental Authorities any Consents required to be obtained by any party or nonactionsany of their respective Subsidiaries, consents, clearances, Permits or to avoid any action or proceeding by any Governmental Authority (including Environmental Permitsthose in connection with any applicable Competition Law), waiversin connection with the authorization, approvalsexecution and delivery of this Agreement and the consummation of the transactions contemplated herein, authorizations including without limitation the Merger and Orders from (iii) as promptly as reasonably practicable, and in any event within 10 Business Days after the date the Original Merger Agreement, make all necessary filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and (C) any other applicable Competition Law; provided, that the parties shall cooperate fully with each other in connection with (y) determining whether any action by or in respect of, or filing with, any Governmental Entities necessary or advisable Authority is required, in connection with the consummation of the TransactionsMerger and (z) seeking any such actions, (iii) as promptly as practicable after consents, approvals or waivers or making any such filings. The parties shall furnish to each other all information required for any application or other filing under the date rules and regulations of this Agreement, make all registrations, notifications and filings with any Governmental Entity necessary or advisable Applicable Law in connection with the consummation of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion transactions contemplated by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawAgreement.

Appropriate Action; Consents; Filings. (a) Parent Worldlink and the Company X.XXX shall (and shall cause their affiliates to) each use commercially reasonable its best efforts to (i) consummate the Transactions and to take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated in this Agreement, (ii) promptly to obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by X.XXX or Worldlink or any of their Subsidiaries in connection with the consummation of the Transactionstransactions contemplated herein, including, without limitation, the Merger, (iii) as promptly as practicable after the date of this Agreement, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act and the rules and regulations thereunder (in the case of X.XXX), and any Governmental Entity necessary other applicable federal or advisable state securities laws and (B) any other applicable Law. Worldlink and X.XXX shall furnish 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 consummation of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging transactions contemplated in this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawAgreement.

Appropriate Action; Consents; Filings. (a) Parent The Sellers, Central Telcom and the Company Purchaser shall (and shall cause their affiliates to) use commercially all reasonable efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement, (ii) promptly obtain all actions or nonactions, consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required under Law required in connection with the authorization, execution and delivery of this Agreement and the consummation by them of the Transactionstransactions contemplated hereby, and (iii) as promptly as practicable make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the transactions contemplated herein required under any applicable Law; provided that the Purchaser and Sellers and Central Telcom 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, accepting all reasonable additions, deletions or changes suggested in connection therewith. The Sellers, Central Telcom and the Purchaser shall furnish 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. In case at any time after the date Closing Time any further action is necessary or desirable to carry out the purposes of this Agreement, make all registrations, notifications and filings with any Governmental Entity necessary or advisable in connection with the consummation of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek each party to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments shall use all reasonable efforts to take all such necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust Lawaction.

Appropriate Action; Consents; Filings. (a) Parent QRI and the Company and its subsidiaries shall (and shall cause their affiliates to) each use commercially all reasonable efforts to promptly (i) consummate the Transactions and to take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) promptly to obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained by the Company or any of its subsidiaries or QRI, respectively, in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the Transactionstransactions contemplated hereby, including, without limitation, the Merger, and (iii) as promptly as practicable after the date of this Agreement, to make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any Governmental Entity necessary other applicable federal or advisable state securities laws, (B) the HSR Act, and (C) any other applicable Law; and QRI and the Company shall cooperate with each other in connection with the consummation making of the Transactionsall such filings, including filings required under Antitrust Lawsproviding copies of all such documents to the nonfiling party and its advisors prior to filing and, and promptly make any further submissions that are necessary if requested, shall accept all reasonable additions, deletions or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactionschanges suggested in connection therewith. Parent, the The Company and their respective affiliates QRI shall not furnish all information required for any application or other filing to be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable made pursuant to the Transactions pursuant to rules 49 and regulations of any Antitrust Lawapplicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent Upon the terms and the Company shall (and shall cause their affiliates to) use commercially reasonable efforts subject to (i) consummate the Transactions and cause the conditions set forth in Article VI to be satisfied, (ii) promptly obtain all actions or nonactions, consents, clearances, Permits (including Environmental Permits), waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable in connection with the consummation of the Transactions, (iii) as promptly as practicable after the date of this Agreement, make each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all registrationsactions, notifications and filings with any Governmental Entity necessary to do, or advisable in connection cause to be done, and to assist and cooperate with the consummation of the Transactionsother parties in doing, including filings required under Antitrust Lawsall things necessary, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary proper or advisable to consummate and make effective, in the Transactions. Parentmost expeditious manner practicable, the Company Mergers and their respective affiliates shall not the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be required satisfied as promptly as practicable; (ii) the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain all necessary actions, consents, approvals or waivers from, or to avoid an action or proceeding by, any Governmental Entity and thereafter make any concessions under other required submissions, with respect to this Section 5.07 that are not conditioned upon the Closing. Parent Agreement and the Company Mergers required under any applicable Law; and (iii) the obtaining of all necessary consents, approvals or waivers from third parties. Nothing in this Agreement shall each be responsible for the payment deemed to require Parent or any of one-half its Subsidiaries to (with respect to Parent or any its Subsidiaries or with respect to any of the filing fees applicable to the Transactions pursuant Selling Entities) commit to any Antitrust Lawdivestitures or licenses or agree to hold separate any assets or agree to any similar arrangements or commit to conduct its business in a specified manner.

Appropriate Action; Consents; Filings. (a) Parent Subject to the terms and conditions herein provided, the Company Company, Acquiror and Acquiror Sub shall (and shall cause their affiliates to) use commercially all reasonable best efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (ii) promptly obtain all actions or nonactions, from any Governmental Entities any consents, clearances, Permits (including Environmental Permits), waivers, approvals, authorizations and Orders from Governmental Entities necessary licenses or advisable orders required to be obtained by Acquiror or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated by this Agreement, including, without limitation, the Merger, and (iii) as promptly as practicable after the date of this Agreement, make all registrations, necessary notifications and filings and thereafter make any other required submissions with respect to this Agreement and the Merger required under (A) any Governmental Entity necessary applicable rules or advisable regulations under any securities exchange on which any securities of Acquiror are listed or the Securities Act, the Exchange Act, any other applicable federal or state securities laws or the rules or regulations thereunder, and (B) any other applicable law; provided that Acquiror and the Company shall cooperate with each other in connection with the consummation making of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactionsall such filings. Parent, the The Company and their respective affiliates Acquiror shall not furnish to each other all information required for any application or other filing to be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable made pursuant to the Transactions pursuant to rules and regulations of any Antitrust Lawapplicable law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent The Company and the Acquiror shall each use all reasonable efforts (i) to take, or to cause to be taken, all appropriate action, and to do, or to cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) to obtain from any Governmental Entities any Permits or Orders required to be obtained or made by the Acquiror or the Company or any of their Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, (iii) to make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act (in the case of Acquiror) and the Exchange Act and the Regulations thereunder, and any other applicable federal or state securities Laws, (B) the HSR Act and (C) any other applicable Law. The Acquiror and the Company shall (and shall cause their affiliates to) use commercially reasonable efforts to (i) consummate the Transactions and cause the conditions set forth in Article VI to be satisfied, (ii) promptly obtain all actions or nonactions, consents, clearances, Permits (including Environmental Permits), waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable cooperate with each other in connection with the consummation making of all such filings, including providing copies of all such documents to the Transactionsnonfiling party and its advisors prior to filings and, (iii) as promptly as practicable after if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith. In addition to the date information required to be included in the Financing Registration Statement and the Prospectus, the Company and the Acquiror shall furnish all information required for any application or other filing to be made pursuant to any applicable Law or any applicable Regulations of this Agreement, make all registrations, notifications and filings with any Governmental Entity necessary or advisable Authority in connection with the consummation of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion transactions contemplated by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawAgreement.

Appropriate Action; Consents; Filings. (a) Parent Upon the terms and the Company shall (and shall cause their affiliates to) use commercially reasonable efforts subject to (i) consummate the Transactions and cause the conditions set forth in Article VI this Agreement, the Parties shall use their reasonable best efforts to take, or cause to be satisfiedtaken, (ii) promptly obtain all actions appropriate action, and do, or nonactionscause to be done, consentsall things necessary, clearances, Permits (including Environmental Permits), waivers, approvals, authorizations and Orders from Governmental Entities necessary proper or advisable in connection with under applicable Law or otherwise to consummate and make effective the consummation of the Transactions, (iii) transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, make all registrations, notifications and filings with any Governmental Entity necessary or advisable in connection with the consummation of the Transactionspracticable, including filings required under Antitrust Laws, without limitation (i) executing and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver delivering any additional instruments necessary necessary, proper or advisable to consummate the Transactions. transactions contemplated by, and to carry out fully the purposes of, this Agreement, (ii) obtaining from any Governmental Entities any material Licenses required to be obtained or made by Parent, or Company, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herein, including, without limitation, the Merger, and (iii) making all necessary filings, and thereafter making any other required submissions, with respect to this Agreement and the Merger required any applicable Law; provided that Parent and Company 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 discussing all reasonable additions, deletions or changes suggested in connection therewith. Company and their respective affiliates Parent shall not furnish to each other all information required for any application or other filing to be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable made pursuant to the Transactions pursuant to rules and regulations of any Antitrust Lawapplicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent The Company and the Acquiror shall each use all reasonable efforts (i) to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things that, in either case, are necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) to obtain from any Governmental Authorities any Authorizations or Orders required to be obtained by the Acquiror or the Company or any of their Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, (iii) to make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act (in the case of the Acquiror) and the Exchange Act and the Regulations thereunder and any other applicable federal or state securities Laws, (B) the HSR Act and (C) any other applicable Law. The Acquiror and the Company shall (and shall cause their affiliates to) use commercially reasonable efforts to (i) consummate the Transactions and cause the conditions set forth in Article VI to be satisfied, (ii) promptly obtain all actions or nonactions, consents, clearances, Permits (including Environmental Permits), waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable cooperate with each other in connection with the consummation making of all such filings, including providing copies of all such documents to the Transactionsnonfiling party and its advisors prior to filings and, (iii) as promptly as practicable after if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith. The Company and the date Acquiror shall furnish all information required for any application or other filing to be made pursuant to any applicable Law or any applicable Regulations of this Agreement, make all registrations, notifications and filings with any Governmental Entity necessary Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or advisable the Registration Statement) in connection with the consummation of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion transactions contemplated by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawAgreement.

Appropriate Action; Consents; Filings. (a) Parent LVGI and the Company ROKIN shall (and shall cause each use their affiliates to) use commercially reasonable best efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) promptly obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations or orders required to be obtained or make any filings with or notifications or submissions to any Governmental Entity (other than described in the following clause (iii)) required to be made by LVGI and Orders from Governmental Entities necessary or advisable ROKIN in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated hereby, (iii) as promptly as practicable after the date of this Agreement, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the transactions contemplated herein, required under (A) the Securities Act and any Governmental Entity necessary other applicable federal or advisable state securities laws, und (B) any other applicable law; provided that LVGI and ROKIN shall cooperate with each other in connection with the consummation making of all such filings and submissions. Each of LVGI and ROKIN, upon request, shall furnish to the Transactions, including filings required under Antitrust Laws, others and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement all information concerning itself and its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary, advisable or the Transactions and (v) execute and deliver required for any additional instruments necessary application or advisable other filing or submission to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable made pursuant to the Transactions pursuant to rules and regulations of any Antitrust Lawapplicable law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent CYL and the Company GHS shall (and shall cause each use their affiliates best efforts to) use commercially reasonable efforts to : (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (ii) promptly obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by GHS or CYL or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated herein, including, without limitation, the Exchange, (iii) as promptly as practicable after the date of this Agreement, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the Exchange (including the USN Spin-off required by Section 7.3(c)) required under (A) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any Governmental Entity necessary other applicable federal or advisable state securities laws, (B) the Xxxx-Xxxxx-Xxxxxx Act ("HSR Act") and (C) any other applicable Law; PROVIDED that GHS and CYL shall cooperate with each other in connection with the consummation making of the Transactionsall such filings, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment providing copies of one-half of the filing fees applicable all such documents to the Transactions non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. CYL and GHS shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any Antitrust Lawapplicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent Each of MBS and MBS Sub, on the Company one hand, and Imagine and Imagine Sub, on the other hand, shall (use, and shall cause each of their affiliates to) use commercially respective Subsidiaries to use, all reasonable efforts to promptly (i) consummate the Transactions and to take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Legal Requirements or otherwise to consummate and make effective the Transaction, (ii) promptly to obtain all actions from any Governmental Entity any Consents or nonactionsGovernmental Authorizations required to be obtained by any of MBS, consentsMBS Sub, clearancesNFPM, Permits (including Environmental Permits)Imagine, waiversor Imagine Sub, approvals, authorizations and Orders from Governmental Entities necessary or advisable in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the TransactionsTransaction, (iii) as promptly as practicable after the date of this Agreement, to make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement required under (A) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any Governmental Entity necessary other applicable federal or advisable state securities laws, and (B) any other applicable Legal Requirement; provided that MBS and MBS Sub, on the one hand, and Imagine and Imagine Sub, on the other hand, shall cooperate with each other in connection with the consummation making of all such filings, including providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith. Each of the Transactions, including filings parties shall promptly furnish all information required under Antitrust Laws, and promptly make for any further submissions that are necessary application or advisable, (iv) seek other filing to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable made pursuant to the Transactions pursuant to rules and regulations of any Antitrust Lawapplicable Legal Requirements in connection with the Transaction.

Appropriate Action; Consents; Filings. (a) Parent Upon the terms and the Company shall (and shall cause their affiliates to) use commercially reasonable efforts subject to (i) consummate the Transactions and cause the conditions set forth in Article VI this Merger Agreement, the Company, XxXxxx and Pubco shall use all reasonable efforts to take, or cause to be satisfiedtaken, (ii) promptly obtain all actions appropriate action, and do, or nonactionscause to be done, consentsand to assist and cooperate with the other parties in doing all things necessary, clearances, Permits (including Environmental Permits), waivers, approvals, authorizations and Orders from Governmental Entities necessary proper or advisable in connection with under applicable Law or otherwise to consummate and make effective the consummation of the Transactions, (iii) transactions contemplated by this Merger Agreement as promptly as practicable after the date of this Agreement, make all registrations, notifications and filings with any Governmental Entity necessary or advisable in connection with the consummation of the Transactionspracticable, including filings required under Antitrust Laws, (i) executing and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver delivering any additional instruments necessary necessary, proper or advisable to consummate the Transactions. Parenttransactions contemplated by, and to carry out fully the purposes of, this Merger Agreement, (ii) obtaining from any Governmental Entities any Licenses required to be obtained or made by XxXxxx, Pubco or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Merger Agreement and the consummation of the transactions contemplated herein, including, without limitation, the Company Merger, and their respective affiliates shall not be (iii) making all necessary filings, and thereafter making any other required submissions, with respect to make this Merger Agreement and the Merger required under (A) the Securities Act and any concessions under this Section 5.07 other applicable federal or state securities Laws, (B) the HSR Act and (C) any other applicable Law; provided that are not conditioned upon the Closing. Parent XxXxxx, Pubco and the Company shall -------- cooperate with each be responsible for other in connection with the payment making of one-half all such filings, including providing copies of the filing fees applicable all such Documents to the Transactions non-filing party and its advisors prior to filing and discussing all reasonable additions, deletions or changes suggested in connection therewith. The Company, XxXxxx and Pubco shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any Antitrust Lawapplicable Law in connection with the transactions contemplated by this Merger Agreement.

Appropriate Action; Consents; Filings. (a) Parent Company, the Members and the Company LAN shall (and shall cause their affiliates to) use commercially reasonable efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (ii) promptly obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by LAN or by Company in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, transactions contemplated by this Agreement and (iii) as promptly as practicable after the date of this Agreement, make all registrations, necessary notifications and filings filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under any Governmental Entity necessary applicable Law, provided that LAN and Company shall cooperate with each other in connection with 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 advisable changes suggested in connection therewith. Company and LAN shall 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 consummation of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion transactions contemplated by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawAgreement.

Appropriate Action; Consents; Filings. (a) The Company, Parent and the Company Buyer shall (and shall cause their affiliates each use its best efforts to) use commercially reasonable efforts to : (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) promptly obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by Parent, Buyer or the Company in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated herein, including, without limitation, the Purchase; (iii) as promptly as practicable after the date of this Agreement, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the liquidation of the Company into the Buyer as of the Closing Date or immediately following the Closing Date required under the federal securities laws and the rules and regulations thereunder, if any, and any Governmental Entity necessary other applicable federal or advisable state securities laws, and (B) any other applicable Law; provided that Parent, Buyer and the Company shall cooperate with each other in connection with the consummation making of the Transactionsall such filings, including filings required under Antitrust Lawsproviding copies of all such documents to the non-filing party and its advisors prior to filing and, and promptly make any further submissions that are necessary if requested, accepting all reasonable additions, deletions or advisablechanges suggested in connection therewith. The Company, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company Buyer shall each furnish all information required for any application or other filing to be responsible for the payment of one-half of the filing fees applicable made pursuant to the Transactions pursuant to rules and regulations of any Antitrust Lawapplicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent The Company and the Company Acquiror shall (each use, and shall cause each of their affiliates to) respective subsidiaries to use, and the Stockholder shall use commercially all reasonable efforts to promptly (i) consummate the Transactions and to take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) promptly to obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained by the Company, Acquiror or Andrxxx, xxspectively, or any of the Company's or Acquiror's respective subsidiaries, in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the Transactionstransactions contemplated hereby, (iii) as promptly as practicable after the date of this Agreement, to make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any Governmental Entity necessary other applicable federal or advisable state securities laws, (B) the HSR Act and (C) any other applicable Law; provided that Acquiror and the Company shall cooperate with each other in connection with the consummation making of the Transactionsall such filings, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment providing copies of one-half of the filing fees applicable all such documents to the Transactions pursuant nonfiling party and its advisors prior to any Antitrust Law.filing and, if requested, shall accept all

Appropriate Action; Consents; Filings. (a) Parent Subject to the terms and the Company conditions herein provided, SDI and EnSys shall (and shall cause their affiliates to) use commercially all reasonable best efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (ii) promptly obtain all actions or nonactions, from any Governmental Entities any consents, clearances, Permits (including Environmental Permits), waivers, approvals, authorizations and Orders from Governmental Entities necessary licenses or advisable orders required to be obtained by EnSys or SDI or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated by this Agreement, including, without limitation, the Merger, and (iii) as promptly as practicable after the date of this Agreement, make all registrations, necessary notifications and filings and thereafter make any other required submissions with respect to this Agreement and the Merger required under (A) any Governmental Entity necessary applicable federal or advisable state securities laws or the rules or regulations thereunder, and (B) any other applicable law; provided that EnSys and SDI shall cooperate with each other in connection with the consummation making of the Transactions, including filings all such filings. SDI and EnSys shall furnish to each other all information required under Antitrust Laws, and promptly make for any further submissions that are necessary application or advisable, (iv) seek other filing to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable made pursuant to the Transactions pursuant to rules and regulations of any Antitrust Lawapplicable law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent a)The Company, the Shareholders and the Company shall (and shall cause their affiliates to) Buyer will each use commercially reasonable efforts to to: (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) promptly obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by Buyer, the Shareholders or the Company in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, transactions contemplated herein; (iii) as promptly as practicable after the date of this Agreementif requested by Buyer, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement as of the Closing Date or immediately following the Closing Date required under (a) the federal securities laws and the rules and regulations thereunder, if any, and any Governmental Entity necessary other applicable federal or advisable state securities laws, and (b) any other applicable Law; provided that Buyer and the Company will cooperate with each other in connection with the consummation making of the Transactionsall such filings, including filings required under Antitrust Lawsproviding copies of all such documents to the non-filing party and its advisors prior to filing and, and promptly make any further submissions that are necessary if requested, accepting all reasonable additions, deletions or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactionschanges suggested in connection therewith. ParentThe Company, the Company Shareholders and their respective affiliates shall not Buyer will furnish all information required for any application or other filing to be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable made pursuant to the Transactions pursuant to rules and regulations of any Antitrust Lawapplicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent Upon the terms and the Company shall (and shall cause their affiliates to) use commercially reasonable efforts subject to (i) consummate the Transactions and cause the conditions set forth in Article VI this Agreement, the Parties shall use their commercially reasonable efforts to take, or cause to be satisfiedtaken, (ii) promptly obtain all actions appropriate action, and do, or nonactionscause to be done, consents, clearances, Permits (including Environmental Permits), waivers, approvals, authorizations all things required under applicable Law or otherwise to consummate and Orders from Governmental Entities necessary or advisable in connection with make effective the consummation of the Transactions, (iii) transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, make all registrations, notifications and filings with any Governmental Entity necessary or advisable in connection with the consummation of the Transactionspracticable, including filings required under Antitrust Laws, without limitation (i) executing and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver delivering any additional instruments necessary necessary, proper or advisable to consummate the Transactions. Parenttransactions contemplated by, and to carry out fully the Company and their respective affiliates shall not be purposes of, this Agreement, (ii) obtaining from any Governmental Bodies any Permits required to make any concessions under be obtained or made by Purchaser, Company or Seller in connection with the authorization, execution and delivery of this Section 5.07 that are not conditioned upon the Closing. Parent Agreement and the Company shall each be responsible for the payment of one-half consummation of the transactions contemplated herein and (iii) making all necessary filings, and thereafter making any other required submissions, with respect to this Agreement under any applicable Law, including without limitation making any filings required to be made pursuant to the HSR Act; provided that Purchaser and Seller 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 discussing all reasonable additions, deletions or changes suggested in connection therewith. Seller and Purchaser shall 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. Any and all filing fees applicable to the Transactions pursuant to any Antitrust Lawin respect of such filings shall be paid by fifty percent (50%) by Purchaser and fifty percent (50%) by Seller.

Appropriate Action; Consents; Filings. (a) Parent Subject to the terms and the Company conditions herein provided, Seller and Purchaser shall (and shall cause their affiliates to) use commercially all reasonable efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (ii) promptly obtain from all actions or nonactions, Governmental Entities all consents, clearances, Permits (including Environmental Permits), waivers, approvals, authorizations and Orders from Governmental Entities necessary licenses or advisable orders required to be obtained by Purchaser or Seller or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated by this Agreement, including, without limitation, the Asset Sale, and (iii) as promptly as practicable after the date of this Agreement, make all registrations, necessary notifications and filings and thereafter make any other required submissions with respect to this Agreement and the Asset Sale required under (A) the Exchange Act and any Governmental Entity necessary other applicable federal or advisable state securities laws, (B) the HSR Act and (C) any other applicable law; provided that Purchaser and Seller shall cooperate with each other in connection with the consummation making of all such filings. Seller and Purchaser shall furnish to each other all information required for any application or other filing to be made pursuant to the Transactions, rules and regulations of any applicable law (including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be all information required to make any concessions under be included in the Proxy Statement) in connection with the transactions contemplated by this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawAgreement.

Appropriate Action; Consents; Filings. (a) Parent Upon the terms and the Company shall (and shall cause their affiliates to) use commercially reasonable efforts subject to (i) consummate the Transactions and cause the conditions set forth in Article VI this Agreement, the Company and Acquiror shall use their reasonable commercial efforts to take, or cause to be satisfiedtaken, (ii) promptly obtain all actions appropriate action, and do, or nonactionscause to be done, consentsand to assist and cooperate with the other parties in doing all things necessary, clearances, Permits (including Environmental Permits), waivers, approvals, authorizations and Orders from Governmental Entities necessary proper or advisable in connection with under applicable Law or otherwise to consummate and make effective the consummation of the Transactions, (iii) transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, make all registrations, notifications and filings with any Governmental Entity necessary or advisable in connection with the consummation of the Transactionspracticable, including filings required under Antitrust Laws, (i) executing and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver delivering any additional instruments necessary necessary, proper or advisable to consummate the Transactions. Parenttransactions contemplated by, and to carry out fully the purposes of, this Agreement, (ii) obtaining from any Government Entities any material Licenses required to be obtained or made by Acquiror or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herein, including, without limitation, the Company Merger, and their respective affiliates shall not be (iii) making all necessary filings, and thereafter making any other required submissions, with respect to make this Agreement and the Merger required under (A) the Securities Act, the Exchange Act and any concessions under this Section 5.07 other applicable federal or state securities Laws, (B) the HSR Act and (C) any other applicable Law; provided that are not conditioned upon the Closing. Parent Acquiror and the Company shall cooperate with each be responsible for -------- other in connection with the payment making of one-half all such filings, including providing copies of the filing fees applicable all such documents to the Transactions non-filing party and its advisors prior to filing and discussing all reasonable additions, deletions or changes suggested in connection therewith. The Company and Acquiror shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any Antitrust Lawapplicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent The Seller and the Company shall (and shall cause their affiliates to) use commercially all reasonable efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement, (ii) promptly obtain all actions or nonactions, consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required under Law required in connection with the authorization, execution and delivery of this Agreement and the consummation by them of the Transactionstransactions contemplated hereby, and (iii) as promptly as practicable make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under any applicable Law; provided that, the Company and the Seller 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. The Seller and the Company shall furnish 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. In case at any time after the date Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, make all registrations, notifications the proper officers and filings with any Governmental Entity necessary or advisable in connection with the consummation directors of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek each party to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments shall use all reasonable efforts to take all such necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust Lawaction.

Appropriate Action; Consents; Filings. (a) Parent Each of NGM, GHC and the Company GHAC shall (and shall cause use their affiliates to) use commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable law or required to be taken by any Governmental Authority or otherwise to consummate and make effective the Transactions and cause the conditions set forth in Article VI to be satisfiedas promptly as practicable, (ii) promptly obtain all actions or nonactions, from any Governmental Authorities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by GHC or NGM or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, including, without limitation, the Merger, and (iii) as promptly as practicable after the date of this Agreementpracticable, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any Governmental Entity necessary other applicable federal or advisable state securities laws, (B) the rules and regulations of the NASD, (C) the New Jersey Business Corporation Act, (D) the Delaware General Corporation Law, and (E) any other applicable law; provided, however, that GHC and NGM shall cooperate with each other in connection with the consummation making of the Transactionsall such filings, including filings 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. NGM and GHC shall use reasonable best efforts to furnish to each other all information required under Antitrust Laws, for any application or other filing to be made pursuant to the rules and promptly make regulations of any further submissions that are necessary or advisable, applicable law (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be including all information required to make any concessions under be included in the Proxy Statement) in connection with the transactions contemplated by this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawAgreement.

Appropriate Action; Consents; Filings. (a8.1(a) The Company, Parent and the Company Merger Sub shall (and shall cause their affiliates to) each use its commercially reasonable efforts to to: (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) promptly obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and or Orders from Governmental Entities necessary required to be obtained or advisable made by Parent, Merger Sub, the Voting Stockholders, or the Company in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated herein, including, without limitation, the Merger; (iii) as promptly as practicable after the date of this Agreement, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement required under (A) the federal securities laws and the rules and regulations thereunder, if any, and any Governmental Entity necessary other applicable federal or advisable state securities laws, and (B) any other applicable Law; provided that Parent, Merger Sub and the Company shall provide reasonable cooperation to each other in connection with the consummation making of the Transactionsall such filings, including filings required under Antitrust Lawsproviding copies of all such documents to the non-filing party and its advisors prior to filing and, and promptly make any further submissions that are necessary if requested, accepting all reasonable additions, deletions or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactionschanges suggested in connection therewith. ParentThe Company, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Voting Stockholders, Parent and the Company Merger Sub shall each furnish all information required for any application or other filing to be responsible for the payment of one-half of the filing fees applicable made pursuant to the Transactions pursuant to rules and regulations of any Antitrust Lawapplicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent BSB and the Company NBT shall (and shall cause their affiliates to) use commercially all reasonable efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate and make effective the transactions contemplated by this Agreement; (ii) promptly obtain all actions or nonactions, consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations or orders required under Law (including, without limitation, all foreign and Orders from Governmental Entities necessary or advisable domestic (federal, state and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution and delivery of this Agreement and the consummation by them of the Transactionstransactions contemplated hereby and thereby, including, without limitation, the Merger; and (iii) as promptly as practicable after the date of this Agreement, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, and any Governmental Entity necessary other applicable federal or advisable in connection state securities laws; (B) any applicable federal or state banking laws (including, without limitation, filing a notice with the consummation FRB with respect to approval of the Transactions, including filings required Merger under Antitrust Laws, the BHCA and promptly make any further submissions that are necessary the applicable regulations promulgated thereunder or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or a request for waiver of the Transactions jurisdiction of the FRB under the BHCA); and (vC) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parentother applicable law (including, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust Law.without limitation,

Appropriate Action; Consents; Filings. (a8.1(a) Parent The Company, Stockholders, and the Company Buyer shall (and shall cause their affiliates each use its best efforts to) use commercially reasonable efforts to : (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) promptly obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by Buyer, Stockholders, or the Company in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated herein, including, without limitation, the Purchase; (iii) as promptly as practicable after the date of this Agreement, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement required under (a) the federal securities laws and the rules and regulations thereunder, if any, and any Governmental Entity necessary other applicable federal or advisable state securities laws, and (b) any other applicable Law; provided that Buyer, Stockholders and the Company shall cooperate with each other in connection with the consummation making of the Transactionsall such filings, including filings required under Antitrust Lawsproviding copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. The Company, Stockholders, and promptly make Buyer shall furnish all information required for any further submissions that are necessary application or advisable, (iv) seek other filing to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable made pursuant to the Transactions pursuant to rules and regulations of any Antitrust Lawapplicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent and Subject to the terms of this Agreement, the Company shall (and shall cause Parent will use their affiliates to) use commercially respective reasonable best efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable and (ii) promptly obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from authorizations, confirmations, clearances, certificates, exemptions, registrations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entities necessary or advisable Entity (including those in connection with the HSR Act), in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated herein, including the Merger. (iiib) as promptly as practicable after In furtherance and not in limitation of Section 5.5(a), each party agrees to make any appropriate filings, if necessary or advisable, pursuant to other applicable Competition Laws (other than pursuant to the HSR Act, which filings were made prior to the date of this Agreement) with respect to the Merger as promptly as reasonably practicable. Each of Parent, make all registrations, notifications Merger Sub and filings with any Governmental Entity necessary or advisable in connection the Company will (i) cooperate and coordinate with the consummation other in the making of the Transactions, including any filings required under Antitrust Laws, and promptly make any further or submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make be made under any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust Law.Laws or requested

Appropriate Action; Consents; Filings. (a) Parent and the Company The parties hereto shall (and shall cause their affiliates to) use commercially all reasonable efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable laws or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (ii) promptly obtain all actions or nonactions, from any Governmental Body any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions, contemplated herein, and (iii) as promptly as practicable after the date of this Agreement, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement required under (A) the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and any Governmental Entity necessary other applicable U.S. federal, provincial or advisable state securities laws, (B) the HSR Act and shall share equally all filing fees required in connection with the consummation HSR Act filing, and (C) any other applicable law; provided, however, that the parties shall cooperate with each other in connection with the making of the Transactionsall such filings, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment providing copies of one-half of the filing fees applicable all such documents to the Transactions non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The parties shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any Antitrust Lawapplicable law in connection with the transactions contemplated by this Agreement. Purchaser and S&S agree diligently to prepare and file all information requested or required.

Appropriate Action; Consents; Filings. (a) The Company and Parent and the Company shall (and shall cause will use their affiliates to) use commercially reasonable best efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (ii) promptly obtain all actions obtain, or nonactionscause their affiliates to obtain, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entities necessary or advisable Entity (including, without limitation, those in connection with the HSR Act), in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated herein, including without limitation the Offer and the Merger and (iii) as promptly as practicable reasonably practicable, and in any event within three (1) Business Days after the date of hereof, make, or cause their affiliates to make, all necessary filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement, make all registrationsthe Offer and the Merger required under (A) the Exchange Act, notifications and filings any other applicable federal or state securities Laws, (B) the HSR Act and (C) any other applicable Law; provided, that the Company and Parent will cooperate with any Governmental Entity necessary or advisable each other in connection with (x) preparing and filing the consummation of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisableInformation Statement, (ivy) seek to resolve determining whether any objection action by or assertion by in respect of, or filing with, any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust Law.Governmental

Appropriate Action; Consents; Filings. (a) Parent The Company and the Acquiror shall each use all reasonable efforts (i) to take, or to cause to be taken, all appropriate action, and to do, or to cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) to obtain from any Governmental Entities any Permits or Orders required to be obtained or made by the Acquiror or the Company or any of their Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, (iii) to make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act (in the case of Acquiror) and the Exchange Act and the Regulations thereunder, and any other applicable federal or state securities Laws, (B) the HSR Act and (C) any other applicable Law. The Acquiror and the Company shall (and shall cause their affiliates to) use commercially reasonable efforts to (i) consummate the Transactions and cause the conditions set forth in Article VI to be satisfied, (ii) promptly obtain all actions or nonactions, consents, clearances, Permits (including Environmental Permits), waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable cooperate with each other in connection with the consummation making of all such filings, including providing copies of all such documents to the Transactionsnonfiling party and its advisors prior to filings and, (iii) as promptly as practicable after if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith. The Company and the date Acquiror shall furnish all information required for any application or other filing to be made pursuant to any applicable Law or any applicable Regulations of this Agreement, make all registrations, notifications and filings with any Governmental Entity necessary or advisable Authority in connection with the consummation of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion transactions contemplated by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawAgreement.

Appropriate Action; Consents; Filings. (a) Parent The Target and the Company Acquiror shall (and shall cause use their affiliates to) use commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable law or required to be taken by any Governmental Authority or otherwise to consummate and make effective the Transactions and cause the conditions set forth in Article VI to be satisfiedas promptly as practicable, (ii) promptly obtain all actions or nonactions, from any Governmental Authorities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by Acquiror or the Target or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, including, without limitation, the Merger, and (iii) as promptly as practicable after the date of this Agreementpracticable, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Exchange Act, and any Governmental Entity necessary other applicable federal or advisable state securities laws, (B) the rules and regulations of the NYSE, (C) Texas Law, (D) the HSR Act and any related governmental request thereunder, and (E) any other applicable law; provided that Acquiror and the Target shall cooperate with each other in connection with the consummation making of the Transactionsall such filings, including filings 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. The Target and Acquiror shall use reasonable best efforts to furnish to each other all information required under Antitrust Laws, for any application or other filing to be made pursuant to the rules and promptly make regulations of any further submissions that are necessary or advisable, applicable law (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be including all information required to make any concessions under this Section 5.07 that are not conditioned upon be included in the Closing. Parent Offer Documents and the Company shall each be responsible for Schedule 14D-9) in connection with the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust Lawtransactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent The Company and the Company Acquiror Companies shall (each use, and shall cause each of their affiliates to) respective subsidiaries to use, and each of the Stockholders shall use commercially all reasonable efforts to promptly (i) consummate the Transactions and to take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) promptly to obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained by the Company, Acquiror Companies or any of the Stockholders, respectively, or any of the Company's or Acquiror's Companies respective subsidiaries, in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the Transactionstransactions contemplated hereby, (iii) as promptly as practicable after the date of this Agreement, to make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the Exchange required under (A) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any Governmental Entity necessary other applicable federal or advisable state securities laws and (B) any other applicable Law; provided that Acquiror Companies and the Company shall cooperate with each other in connection with the consummation making of the Transactionsall such filings, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment providing copies of one-half of the filing fees applicable all such documents to the Transactions pursuant nonfiling party and its advisors prior to any Antitrust Law.filing and, if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith. The Company and

Appropriate Action; Consents; Filings. (a) Parent and the Company shall (and shall cause their affiliates to) use commercially reasonable best efforts to (i) consummate the Transactions and cause the conditions set forth in Article VI to be satisfied, (ii) promptly obtain all actions or nonactions, consents, clearances, Permits (including Environmental Permits), waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable in connection with the consummation of the Transactions, (iiiii) as promptly as practicable after the date of this Agreement, make all registrations, notifications and filings with any Governmental Entity necessary or advisable in connection with the consummation of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iviii) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (viv) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the all filing fees applicable to the Transactions pursuant in connection with filings made pursuant to Antitrust Laws and any Antitrust Lawapplicable foreign investment Laws.

Appropriate Action; Consents; Filings. (a) The Company and Parent and the Company shall (and shall cause will use their affiliates to) use commercially reasonable efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (ii) promptly obtain all actions obtain, or nonactionscause their Affiliates to obtain, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained by Parent or the Company or any of their respective Subsidiaries in connection with the consummation of the Transactionstransactions contemplated herein, including the Merger and (iii) as promptly as practicable reasonably practicable, and in any event within ten Business Days after the date of hereof, make, or cause their Affiliates to make, all necessary filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this AgreementAgreement and the Merger required under the HSR Act. The Company and Parent will cooperate with each other in connection with (x) preparing and filing the Company Proxy Statement, make all registrations(y) determining whether any action by or in respect of, notifications and filings with or filing with, any Governmental Entity necessary or advisable is required, in connection with the consummation of the TransactionsMerger and (z) seeking any such actions, including filings required under Antitrust Lawsconsents, approvals or waivers or making any such filings. The Company and Parent will furnish, and promptly make cause their Affiliates to furnish, to each other all information required for any further submissions that are necessary application or advisable, (iv) seek to resolve other filing under the rules and regulations of any objection or assertion applicable Law in connection with the transactions contemplated by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawAgreement.

Appropriate Action; Consents; Filings. (a) Section 5.7.1 The Company and Parent and the Company shall (and shall cause use their affiliates to) use commercially reasonable efforts to (iA) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and each Ancillary Agreement as promptly as practicable, (iiB) promptly obtain all actions or nonactions, from any Governmental Entity any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from or orders required to be obtained or made by Parent or the Company, or to avoid any action or proceeding by any Governmental Entities necessary or advisable Entity, in connection with the authorization, execution and delivery of this Agreement and each Ancillary Agreement and the consummation of the Transactionstransactions contemplated herein and therein, including, without limitation, the Merger, and (iiiC) as promptly as practicable after the date of this Agreement, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and each Ancillary Agreement and the Merger required under (x) the Securities Act and the Exchange Act, and any Governmental Entity necessary other applicable federal or advisable state securities Laws and (y) any other applicable Law. The Company and Parent shall furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the consummation of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion transactions contemplated by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawAncillary Agreement.

Appropriate Action; Consents; Filings. (a) Parent NFD and the Company Stake shall (and shall cause use their affiliates to) use commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable law or required to be taken by any Governmental Entity or otherwise to consummate the Transactions Merger and cause the conditions set forth in Article VI to be satisfiedtransactions contemplated by this Agreement as promptly as practicable, (ii) promptly obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by NFD or Stake or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated hereby, including, without limitation, the Merger, and (iii) as promptly as practicable after the date of this Agreementpracticable, make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act, the Exchange Act and any Governmental Entity necessary other applicable federal or advisable state securities laws, and (B) any other applicable law; provided that Stake and NFD shall cooperate with each other in connection with the consummation making of the Transactionsall such filings, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment providing copies of one-half of the filing fees applicable all such documents to the Transactions non-filing Party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. NFD and Stake shall use reasonable best 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 Antitrust Lawapplicable law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent The Company, Huffco Turkey and Acquiror shall each use, and the Company shall (and Acquiror shall cause each of their affiliates to) use commercially respective subsidiaries to use, all reasonable efforts to promptly (i) consummate the Transactions and to take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) promptly to obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained by the Company, Huffco Turkey or Acquiror, respectively, or any of the Company's or Acquiror's respective subsidiaries, in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the Transactionstransactions contemplated hereby, (iii) as promptly as practicable after the date of this Agreement, to make all registrationsnecessary filings, notifications and filings thereafter make any other required submissions, with respect to this Agreement and the Acquisition required under (A) the Exchange Act, the Securities Act, the rules and regulations thereunder and any Governmental Entity necessary other applicable federal or advisable state securities laws and (B) any other applicable Law; provided that the Company, Huffco Turkey and Acquiror shall cooperate with each other in connection with the consummation making of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactionsall such filings. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the The Company shall each furnish all information reasonably requested by Acquiror for any application or other filing to be responsible for the payment of one-half of the filing fees applicable to the Transactions made pursuant to any Antitrust Lawapplicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Parent Dairy State and the Company FMB and Interim shall (and shall cause their affiliates to) use commercially all reasonable efforts to (ia) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate and make effective the transactions contemplated by this Agreement, (iib) promptly obtain all actions or nonactions, consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations or orders required under Law (including, without limitation, all foreign and Orders from Governmental Entities necessary or advisable domestic (federal, state and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution and delivery of this Agreement and the consummation by them of the Transactionstransactions contemplated hereby and thereby, including, without limitation, the Merger; and (iiic) as promptly as practicable make all necessary filings, and thereafter make any other required submissions, with respect to the Agreement and the Merger required under (i) any applicable federal or state banking laws and (ii) any other applicable law; provided that FMB and Dairy State shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Dairy State and FMB shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement in connection with the transactions contemplated by this Agreement. In case at any time after the date Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, make all registrations, notifications the proper officers and filings with any Governmental Entity necessary or advisable in connection with the consummation directors of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek each party to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments shall use all reasonable efforts to take all such necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust Lawaction.

Appropriate Action; Consents; Filings. (a) The Company and the Parent shall each use all reasonable efforts (i) to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things that, in either case, are necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) to obtain from any Governmental Authorities any Authorizations or Orders required to be obtained by the Parent or the Company or any of their Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, (iii) to make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act (in the case of the AGREEMENT AND PLAN OF MERGER Parent) and the Exchange Act and the Regulations thereunder, and any other applicable federal or state securities Laws, (B) the HSR Act and (C) any other applicable Law. The Parent and the Company shall (and shall cause their affiliates to) use commercially reasonable efforts to (i) consummate the Transactions and cause the conditions set forth in Article VI to be satisfied, (ii) promptly obtain all actions or nonactions, consents, clearances, Permits (including Environmental Permits), waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable cooperate with each other in connection with the consummation making of all such filings, including providing copies of all such documents to the Transactionsnonfiling party and its advisors prior to filings and, (iii) as promptly as practicable after if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith. The Company and the date Parent shall furnish all information required for any application or other filing to be made pursuant to any applicable Law or any applicable Regulations of this Agreement, make all registrations, notifications and filings with any Governmental Entity necessary Authority (including all information required to be included in the Joint Proxy Statement, the Joint Proxy Statement/Prospectus or advisable the Registration Statement) in connection with the consummation of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion transactions contemplated by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable to the Transactions pursuant to any Antitrust LawAgreement.

Appropriate Action; Consents; Filings. (a) Parent The Company, the Stockholders and the Company Acquiror shall (and shall cause their affiliates to) use commercially all reasonable efforts to (i) consummate the Transactions and take, or cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (ii) promptly obtain all actions or nonactions, from any Governmental Entities any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained or made by Acquiror or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated in this Agreement, including, without limitation, the Merger, and (iii) as promptly as practicable after the date of this Agreement, make all registrations, necessary notifications and filings filings, and thereafter make any other required submissions, with any Governmental Entity necessary or advisable respect to this Agreement and the Merger required under applicable Health Benefit Laws and other applicable Laws; provided that, Acquiror and the Company shall cooperate with each other in connection with the consummation making of the Transactionsall such filings, including filings required under Antitrust Lawsproviding copies of all such documents to the non-filing party and its advisors prior to filing and, and promptly make any further submissions that are necessary if requested, to accept all reasonable additions, deletions or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactionschanges suggested in connection therewith. Parent, the The Company and their respective affiliates Acquiror shall not furnish to each other all information required for any application or other filing to be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Company shall each be responsible for the payment of one-half of the filing fees applicable made pursuant to the Transactions pursuant to rules and regulations of any Antitrust Lawapplicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. The Company and the Purchaser shall each use its reasonable best efforts promptly (a) Parent and the Company shall (and shall to take, or cause their affiliates to) use commercially reasonable efforts to (i) consummate the Transactions and cause the conditions set forth in Article VI to be satisfiedtaken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by this Agreement in an expeditious manner, (iib) promptly to obtain all actions or nonactions, from any Governmental Authority any consents, clearanceslicenses, Permits (including Environmental Permits)permits, waivers, approvals, authorizations and Orders from Governmental Entities necessary or advisable orders required to be obtained by the Company or the Purchaser, respectively, in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the TransactionsTransactions contemplated hereby, (iiic) as promptly as practicable after to make all necessary filings (including filings under the date of HSR Act), and thereafter make any other required submissions (including any responses to requests for additional information under the HSR Act), with respect to this Agreement, make all registrations, notifications the Acquisition and filings any other transactions contemplated hereby required under any applicable Law; PROVIDED that the Company and the Purchaser shall cooperate with any Governmental Entity necessary or advisable each other in connection with the consummation making of the Transactions, including filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactionsall such filings. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the The Company shall each furnish all information reasonably requested by the Purchaser for any application or other filing to be responsible for the payment of one-half of the filing fees applicable to the Transactions made pursuant to any Antitrust Lawapplicable law in connection with the transactions contemplated by this Agreement.