Common use of Best Efforts; Further Assurances Clause in Contracts

Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the Acquiring Companies and Seller will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. Seller and the Acquiring Companies each agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and to vest in Buyer good and marketable title to the Purchased Assets and to prevent Buyer from having any obligation or responsibility with respect to the liabilities of Seller other than Assumed Liabilities. (b) Seller hereby constitutes and appoints, effective as of the Closing Date, Buyer and its successors and assigns as the true and lawful attorney of such Seller with full power of substitution in the name of Buyer or in the name of such Seller, but for the benefit of Buyer (i) to collect for the account of Buyer any items of Purchased Assets and (ii) to institute and prosecute all proceedings which Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets; provided that Buyer will be responsible for any new liabilities of Seller that result from such actions and Buyer will indemnify and hold harmless Seller from any such liabilities and from any other Losses arising out of or related to actions of Buyer under this paragraph. Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.

Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement and except as otherwise set forth in this Agreement, each of the Acquiring Companies and Seller party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. Parent, Seller and the Acquiring Companies Buyer each agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and to vest in Buyer good and marketable title to the Purchased Assets and to prevent Buyer from having any obligation or responsibility with respect to the liabilities of Seller other than Assumed Liabilitiesas provided herein. (b) Seller hereby constitutes and appoints, effective as of the Closing Date, Buyer and its successors and assigns as the true and lawful attorney of such Seller with full power of substitution in the name of Buyer or in the name of such Seller, but for the benefit of Buyer Buyer, except as otherwise contemplated hereby, (i) to collect for the account of Buyer any items of Purchased Assets and (ii) to institute and prosecute all proceedings which Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets; provided that Buyer will be responsible for any new liabilities of Seller that result from such actions and Buyer will indemnify and hold harmless Seller from any such liabilities and from any other Losses arising out of or related to actions of Buyer under this paragraph. Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof. (c) At Buyer's request, Seller and Parent shall maintain as active all internet website links or any and all websites maintained by them which link to any websites pertaining to the Business for a period of up to thirty days following the Closing. Seller and Parent agree to provide such other termination services as may relate to the Business as may be reasonably requested by Buyer at Buyers expenses. (d) Seller and Parent shall provide the data to be transferred to Buyer out of the Shared Systems to Buyer in such electronic and other formats as Buyer may reasonably request and Seller and Parent shall maintain such data in the Shared Systems for such reasonable amount of time following the Closing as Buyer may request.

Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the Acquiring Companies Buyer and Seller will use its reasonable their best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. Seller and the Acquiring Companies each Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement (including the financing thereof) and to vest in Buyer ThermaSys good and marketable title to the Purchased Assets and to prevent Buyer from having any obligation or responsibility with respect to the liabilities of Seller other than Assumed LiabilitiesAssets. (b) Seller Insilco hereby constitutes and appoints, effective as of the Closing Date, Buyer ThermaSys and its successors and assigns as the true and lawful attorney of such Seller Insilco with full power of substitution in the name of Buyer ThermaSys, or in the name of such Seller, Insilco but for the benefit of Buyer ThermaSys, (i) to collect for the account of Buyer ThermaSys any items of Purchased Assets and (ii) to institute and prosecute all proceedings which Buyer ThermaSys may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets; provided that Buyer will be responsible for any new liabilities of Seller that result from such actions and Buyer will indemnify and hold harmless Seller from any such liabilities and from any other Losses arising out of or related to actions of Buyer under this paragraph. Buyer ThermaSys shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof. ThermaSys shall indemnify and hold Insilco harmless from and against all Losses incurred by Insilco as a result of ThermaSys's use or exercise of the power of attorney conferred by this Section 9.01(b).

Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement and except as otherwise set forth in this Agreement, each of the Acquiring Companies and Seller party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. Seller (for itself and the Acquiring Companies or behalf of all Seller Subs who will be transferring Purchased Assets) and Buyer each agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and to vest in Buyer good and marketable title to the Purchased Assets and to prevent Buyer from having any obligation or responsibility with respect as provided herein. Promptly after the Closing Date, but no more than thirty calendar days thereafter, to the liabilities extent permitted under applicable law, Seller will provide Buyer with copies of Seller other than Assumed Liabilitiesall forms of agreements, including those individually amended by hand or otherwise, related to the Option Assets. (b) Seller (for itself and or behalf of all Seller Subs who will be transferring Purchased Assets) hereby constitutes and appoints, effective as of the Closing Date, Buyer and its successors and assigns as the true and lawful attorney of such Seller with full power of substitution in the name of Buyer or in the name of such Seller, but for the benefit of Buyer Buyer, except as otherwise contemplated hereby, (i) to collect for the account of Buyer any items of Purchased Assets and (ii) to institute and prosecute all proceedings which Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets; provided that Buyer will be responsible for any new liabilities of Seller that result from such actions and Buyer will indemnify and hold harmless Seller from any such liabilities and from any other Losses arising out of or related to actions of Buyer under this paragraph. Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.Purchased

Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement and except as otherwise set forth in this Agreement, each of the Acquiring Companies and Seller party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. U.S. Seller, Foreign Seller and the Acquiring Companies Buyer each agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and to vest in Buyer good and marketable title to the Purchased Assets and to prevent Buyer from having any obligation or responsibility with respect to the liabilities of Seller other than Assumed Liabilitiesas provided herein. (b) Each of U.S. Seller and Foreign Seller hereby constitutes and appoints, effective as of the Closing Date, Buyer and its successors and assigns as the true and lawful attorney of such U.S. Seller or Foreign Seller, as the case may be, with full power of substitution in the name of Buyer or in the name of such U.S. Seller or Foreign Seller, as the case may be, but for the benefit of Buyer Buyer, except as otherwise contemplated hereby, (i) to collect for the account of Buyer any items of Purchased Assets and (ii) to institute and prosecute all proceedings which Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets; provided that Buyer will be responsible for any new liabilities of Seller that result from such actions and Buyer will indemnify and hold harmless Seller from any such liabilities and from any other Losses arising out of or related to actions of Buyer under this paragraph. Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.

Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, FRP and Pennzoil will each of the Acquiring Companies and Seller will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations Laws to consummate the transactions contemplated by this Agreement. Seller FRP and the Acquiring Companies Pennzoil each agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be necessary or desirable (including without limitation communicating and negotiating with any appropriate Governmental Authority) in order to consummate or implement expeditiously the transactions contemplated by this Agreement and to vest in Buyer good and marketable title FRP Good Title to the Purchased Assets Assets. In addition, the parties will fully cooperate with each other and will use all reasonable efforts to investigate the transferability of all Permits and to prevent Buyer from having any obligation or responsibility with respect ensure the transfer to the liabilities FRP of Seller other than Assumed Liabilitiesall transferable Permits. For non- transferable Permits, FRP will use all reasonable efforts to seek to obtain new Permits. (b) Seller hereby constitutes and appointsPennzoil agrees that, effective as of the Closing Date, Buyer FRP and its successors and assigns as shall have the true and lawful attorney of such Seller with full power of substitution in the name of Buyer or in the name of such Seller, but for the benefit of Buyer right (i) to collect for the account of Buyer FRP any items of Purchased Assets and (ii) to institute and prosecute all proceedings which Buyer FRP may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets; provided that Buyer will be responsible for any new liabilities of Seller that result from . Pennzoil agrees to cooperate fully in such actions and Buyer will indemnify and hold harmless Seller from any such liabilities and from any other Losses arising out of or related to actions of Buyer under this paragraphefforts. Buyer FRP shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.

Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of Buyer and the Acquiring Companies and Seller Sellers will use its reasonable their best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (iii) obtaining the approval of the sale of the shares of the French Company by its shareholders (agrément) and (iv) executing simplified transfer forms required under French law for the purpose of formalities (acte réitératif). Seller The Sellers and Buyer agree, and the Acquiring Sellers, prior to the Closing, and Buyer, after the Closing, agree to cause the Companies and each agree Subsidiary, to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and to vest in Buyer good and marketable title to the Purchased Assets and to prevent Buyer from having any obligation or responsibility with respect to the liabilities of Seller other than Assumed LiabilitiesAgreement. (b) Seller hereby constitutes In furtherance and appoints, effective as not in limitation of the Closing Dateforegoing, each of Buyer and its successors the Sellers shall make an appropriate filing of a Notification and assigns Report Form pursuant to the HSR Act and any other applicable Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable and in any event within 25 Business Days of the true date hereof and lawful attorney to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of such Seller with full power the applicable waiting periods under the HSR Act as soon as practicable. (c) Notwithstanding subsections (a) and (b) of substitution this Section 7.01 or any other provision of this Agreement to the contrary, in the name of no event shall Buyer or in the name any of such Seller, but for the benefit of Buyer its Affiliates be required to agree to: (i) to collect for any prohibition of or limitation on the account ownership or operation by Buyer, the Companies, the Subsidiaries or any of Buyer their respective Affiliates of any items portion of Purchased Assets and their respective businesses or assets, (ii) to institute and prosecute all proceedings which Buyer divest, hold separate or otherwise dispose of any portion of its or their respective businesses or assets (iii) any limitation on the ability of Buyer, the Companies, the Subsidiaries or any of their respective Affiliates, as the case may in its sole discretion deem proper in order to assert or enforce any right, title or interest inbe, to acquire or under hold, or exercise full rights of ownership of, the Purchased Assets, Company Shares and to defend or compromise any and all actions, suits or proceedings in respect capital stock of the Purchased Assets; provided that Buyer will be responsible for Subsidiaries or (iv) any new liabilities other limitation on Buyer’s, the Companies’, the Subsidiaries’ or any of Seller that result from such actions and Buyer will indemnify and hold harmless Seller from their respective Affiliates’ ability to effectively control their respective businesses or operations (any such liabilities requirement under clauses (i)-(iv), an “Antitrust Order”), except, in the case of clauses (i), (ii) and from (iv) of this Section 7.01(c), for a “Stand-Alone Disposition Order,” meaning any other Losses arising out disposition of, or limitation on the ownership, operation or control of, any stand-alone facility or stand-alone operation of the Companies or related to actions the Subsidiaries that accounts for less than 5% of Buyer under this paragraph. Buyer shall be entitled to retain the combined annual net sales of the Companies and the Subsidiaries for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof2005.

Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of Buyer and the Acquiring Companies and Seller Sellers will use its reasonable their best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. Seller ; provided that nothing in this Agreement shall obligate Buyer or the Company or any of Buyer’s Affiliates to agree to dispose of, agree to cease operating or agree to hold separate any business, properties or assets of the Company or of Buyer and its subsidiaries, except to the extent such agreements would not have a material adverse effect on the financial condition or results of operations of Buyer, its subsidiaries and the Acquiring Companies each Company taken as a whole and provided further that, notwithstanding the immediately preceding proviso, if Buyer or the Company or any of Buyer’s Affiliates are obligated after Closing to hold separate the business of the Company from that of Buyer or any of its Affiliates as a condition to the receipt of the DOT Exemption, then Buyer or the Company or Buyer’s Affiliates, as applicable, shall agree to hold separate such businesses to the extent necessary to obtain the DOT Exemption. Delta and Buyer shall, and the Sellers shall cause the Company prior to the Closing, and Buyer shall cause the Company after the Closing, to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and to vest in Buyer good and marketable title to the Purchased Assets and to prevent Buyer from having any obligation or responsibility with respect to the liabilities of Seller other than Assumed LiabilitiesAgreement. (b) Seller hereby constitutes In furtherance and appoints, effective as not in limitation of the Closing Dateforegoing, each of Buyer and its successors Delta shall make an appropriate filing of a Notification and assigns as Report Form pursuant to the true HSR Act and lawful attorney of such Seller with full power of substitution in the name of Buyer or in the name of such Seller, but for the benefit of Buyer (i) to collect for the account of Buyer any items of Purchased Assets and (ii) to institute and prosecute all proceedings which Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings an appropriate filing in respect of the Purchased Assets; provided DOT Exemption, in each case with respect to the transactions contemplated hereby, as promptly as practicable and in any event within ten Business Days following the date hereof and to supply as promptly as practicable any additional information and documentary material that Buyer will may be responsible for any new liabilities of Seller that result from such actions and Buyer will indemnify and hold harmless Seller from any such liabilities and from any other Losses arising out of or related to actions of Buyer under this paragraph. Buyer shall be entitled to retain for its own account any amounts collected requested pursuant to the foregoing powersHSR Act or the applicable regulations of the DOT, including any amounts payable as interest in respect thereofthe case may be.

Best Efforts; Further Assurances. (a) Subject to On the terms and subject to the conditions of this Agreement, each of the Acquiring Companies Buyer and Seller will use its reasonable their best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement, including removing any Liens on any of the Purchased Assets (other than Permitted Liens). Seller and the Acquiring Companies each Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and the Seller Ancillary Agreements (including, but not limited to, termination statements and UCC Forms), and to vest in Buyer good and marketable title to the Purchased Assets Assets, and to prevent enable Buyer from having any obligation or responsibility with respect to operate the Consulting Business following the Closing in substantially the same manner as operated by Seller immediately prior to the liabilities Initial Closing, including but not limited to the release to Buyer of any Consulting Business Receivables securing the Seller Line of Credit. Following the Closing, in the event that Seller receives any payments or notices from any Seller Customers or in respect of any Consulting Business Receivables Seller agrees to (i) promptly notify Buyer of the same; (ii) hold such payments and notices in trust for the benefit of Buyer, and (iii) immediately turn over and deliver to Buyer such payments (in whatever form received and with proper endorsement or assignment) and any notices; PROVIDED that any payments received by Seller in respect of any Assigned Receivables (as defined in Section 12.2 below) may be retained by Seller. Seller will have no right or interest in or to any payments received by it in respect of any Consulting Business Receivables (other than Assumed LiabilitiesAssigned Receivables), and Buyer will have the right to endorse Seller's name on all payments received in respect of any Consulting Business Receivables (other than Assigned Receivables). (b) Subject to Seller's right to retain Seller-Retained Rights, conditioned on and effective as of the Closing, Seller hereby constitutes and appoints, effective as of the Closing Datedate hereof, Buyer and its successors and assigns as the true and lawful attorney of such Seller with full power of substitution in the name of Buyer Buyer, or in the name of such Seller, Seller but for the benefit of Buyer Buyer, (i) to collect for the account of Buyer any items of Purchased Assets and (ii) to institute and prosecute all proceedings which Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets or to remove any Lien pending against the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets; provided that Buyer will be responsible for any new liabilities of Seller that result from such actions and Buyer will indemnify and hold harmless Seller from any such liabilities and from any other Losses arising out of or related to actions of Buyer under this paragraph. Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.

Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the Acquiring Companies and Seller party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations Applicable Laws to consummate the transactions contemplated by this Agreement. Seller Agreement and the Acquiring Companies each Transaction Documents. The parties agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and the Transaction Documents and to vest in Buyer good and marketable title to the Purchased Assets and to prevent Buyer from having any obligation or responsibility with respect to the liabilities of Seller other than Assumed LiabilitiesGroup Company Assets. (b) Seller hereby constitutes and appoints, effective as of the Closing Date, Buyer and its successors and assigns as the true and lawful attorney of such Seller with full power of substitution in the name of Buyer Buyer, or in the name of such Seller, Seller but for the benefit of Buyer Buyer, (i) to collect for the account of Buyer any items of Purchased Group Company Assets and (ii) to institute and prosecute all proceedings which Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Group Company Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Group Company Assets; provided that Buyer will be responsible for any new liabilities of Seller that result from such actions and Buyer will indemnify and hold harmless Seller from any such liabilities and from any other Losses arising out of or related to actions of Buyer under this paragraph. Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof. Seller hereby agrees that the foregoing agreements shall apply mutatis mutandis with respect to the other Group Companies and the other Group Company Assets and agrees to cause the other Group Companies to take such actions as necessary or desirable to give effect to such agreements.

Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement and except as otherwise set forth in this Agreement, each of the Acquiring Companies and Seller party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. Seller and the Acquiring Companies Buyer each agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and to vest in Buyer good and marketable title to the Purchased Assets and to prevent Buyer from having any obligation or responsibility with respect to the liabilities of Seller other than Assumed Liabilitiesas provided herein. (b) Seller hereby constitutes and appoints, effective as of the Closing Date, Buyer and its successors and assigns as the true and lawful attorney of such Seller with full power of substitution in the name of Buyer or in the name of such Seller, but for the benefit of Buyer Buyer, except as otherwise contemplated hereby, (i) to collect for the account of Buyer any items of Purchased Assets and (ii) to institute and prosecute all proceedings which Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets; provided that Buyer will be responsible for any new liabilities of Seller that result from such actions and Buyer will indemnify and hold harmless Seller from any such liabilities and from any other Losses arising out of or related to actions of Buyer under this paragraph. Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof. (c) At Buyer's request, Seller shall maintain as active all internet website links or any and all websites maintained by them which link to any websites pertaining to the Business for a period of up to forty-five (45) days following the Closing. Seller agree to provide such other termination services as may relate to the Business as may be reasonably requested by Buyer at Buyer's expense. (d) Seller shall provide the data to be transferred to Buyer out of the Shared Systems to Buyer in such electronic and other formats as Buyer may reasonably request and Seller shall maintain such data in the Shared Systems for such reasonable amount of time following the Closing as Buyer may request. (e) In connection with the transfer of the Office Lease, Buyer shall reasonably cooperate with Seller to ensure the prompt return of all security deposits of Seller or its subsidiaries held by the landlord under the Office Lease, either by substituting the deposits currently held by such landlord or by remitting to Seller the amount of such deposits. (f) With respect to the websites maintained by Seller pursuant to Section 5.01(c) above, Seller agrees to follow all reasonable instructions of Buyer with respect to the maintenance of such websites and the transfer of such websites included in the Purchased Assets.

Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement and except as otherwise set forth in this Agreement, each of the Acquiring Companies and Seller party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. Seller and the Acquiring Companies Buyer each agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and to vest in Buyer good and marketable title to the Purchased Assets and to prevent Buyer from having any obligation or responsibility with respect to the liabilities of Seller other than Assumed Liabilitiesas provided herein. (b) Seller and the Seller Shareholders hereby constitutes constitute and appointsappoint, effective as of the Closing Date, Buyer and its successors and assigns as the true and lawful attorney of such Seller and the Seller Shareholders with full power of substitution in the name of Buyer or in the name of such Seller, but for Seller or the benefit of Buyer Seller Shareholders (i) to collect for the account of Buyer any items of Purchased Assets and (ii) to institute and prosecute all proceedings proceedings, at Buyer's sole cost and expense, which Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets; provided that Buyer will be responsible for any new liabilities of Seller that result from such actions and Buyer will indemnify and hold harmless Seller from any such liabilities and from any other Losses arising out of or related to actions of Buyer under this paragraph. Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.

Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the Acquiring Companies and Seller will use its reasonable best efforts to takeobtain the entry of the Bidding Procedures Order on the Bankruptcy Court's docket as soon as practicable and no later than March [12], 2003 (unless extended by the mutual agreement of Buyer and Seller) and the entry of the Sale Order on the Bankruptcy Court's docket as soon as practicable and no later than April [14], 2003 (unless extended by the mutual agreement of Buyer and Seller) and no more than one day after the date of the Sale Hearing. Seller will use its commercially reasonable efforts to timely obtain any other consent required for the consummation of the transactions contemplated by this Agreement as soon as practicable. (b) Seller shall execute such documents and use its reasonable best efforts to take or cause to be taken, taken all actions and to do, do or cause to be done, done all things reasonably necessary necessary, proper or desirable under applicable laws and regulations advisable to consummate the transactions contemplated by this Agreement. Seller Agreement (including, without limitation, to put Buyer in actual possession and operating control of the Acquiring Companies each agree Acquired Assets, to execute effectuate, record or perfect the transfer of the Acquired Assets to Buyer, to confirm the title of the Acquired Assets in Buyer, to assist Buyer in exercising rights relating thereto, to obtain all consents, approvals and deliver such other documentsauthorizations of Third Parties, certificates, agreements and other writings and to take such other commercially reasonable actions as make all filings with and give all notices to Third Parties which may be necessary or desirable required in order to consummate or implement expeditiously effectuate the transactions contemplated by hereby; provided, however, that the foregoing shall not require Seller to make any payments to any party (other than Seller's cure obligations). Seller shall use commercially reasonable efforts to fulfill or obtain the fulfillment of the conditions set forth in Article VIII of this Agreement and to vest in Buyer good and marketable title to the Purchased Assets and to prevent Buyer from having any obligation or responsibility with respect to the liabilities Agreement. The obligations of Seller other than Assumed Liabilitiesset forth in the first sentence of this Section 6.6(b) shall survive the Closing. (bc) Each party agrees to complete and furnish the other party such other documentation as may be required under applicable laws pertaining to the transfer of the customer base subject to this Agreement for the purpose of complying with any bulk sales or other statutes for the transfer of a major asset or for complying with any statute and/or regulation. (d) Seller hereby constitutes will use reasonable best efforts to obtain and appoints, effective as of the Closing Date, Buyer and its successors and assigns as the true and lawful attorney of such Seller with full power of substitution in the name of Buyer or in the name of such Seller, but for the benefit of deliver to Buyer (i) to collect for the account of Buyer any items of Purchased Assets an estoppel certificate and (ii) to institute and prosecute all proceedings which Buyer may in its sole discretion deem proper in order to assert landlord lien waiver or enforce any right, title lien subordination or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect collateral assignment of lease for each of the Purchased Assets; provided that Material Leases, in each case as requested by Buyer will be responsible for any new liabilities of Seller that result from such actions and Buyer will indemnify and hold harmless Seller from any such liabilities and from any other Losses arising out of or related to actions of Buyer under this paragraph. Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereofBuyer's lenders.

Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the Acquiring Companies Buyer and Seller will use its reasonable their best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. Seller and the Acquiring Companies each Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and to vest in each Buyer good and marketable title to the each Purchased Assets and Asset to prevent Buyer from having any obligation or responsibility with respect to the liabilities of Seller other than Assumed Liabilitiesbe purchased by such Buyer. (b) Seller hereby constitutes and appoints, effective for the applicable Aircraft as of the Closing each Delivery Date, the applicable Buyer and its successors and assigns as the true and lawful attorney of such Seller with full power of substitution in the name of Buyer such Buyer, or in the name of such Seller, Seller but for the benefit of Buyer (i) to collect for the account of Buyer any items of Purchased Assets and (ii) such Buyer, to institute and prosecute all proceedings which such Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assetssuch Aircraft, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets; provided that such Aircraft so long as such Buyer will be responsible indemnifies and holds harmless Seller for any new liabilities expenses, costs, action or loss brought by any Person as a result of Seller that result from any action taken by such actions Buyer in Seller's name or as Seller's true and Buyer will indemnify and hold harmless Seller from any such liabilities and from any other Losses arising out of or related to actions of Buyer under this paragraphlawful attorney. Such Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof; provided, however, that if any amount collected by such Buyer relates to amounts owed by such Person with respect to the Purchased Assets for the period prior to the Delivery Date, then such Buyer will promptly provide such amount (including, without limitation, any interest on such amount) to Seller.

Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the Acquiring Companies and Seller party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations Applicable Laws to consummate the transactions contemplated by this Agreement. Seller Agreement and the Acquiring Companies each Transaction Documents. The parties agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and the Transaction Documents and to vest in Buyer good and marketable title to and/or rights in the Purchased Assets and to prevent Buyer from having any obligation or responsibility with respect to the liabilities of Seller other than Assumed LiabilitiesGroup Company Assets. (b) Each member of Seller Group hereby constitutes and appoints, effective as of the Closing Date, Buyer and its successors and assigns as the its true and lawful attorney of such Seller with full power of substitution in the name of Buyer Buyer, or in the name of such Seller, Seller Group but for the benefit of Buyer Buyer, (i) to collect for the account of Buyer any items of Purchased Group Company Assets and (ii) to institute and prosecute all proceedings which Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Group Company Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Group Company Assets; provided that Buyer will be responsible for any new liabilities of Seller that result from such actions and Buyer will indemnify and hold harmless Seller from any such liabilities and from any other Losses arising out of or related to actions of Buyer under this paragraph. Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof. Each member of Seller Group hereby agrees that the foregoing agreements shall apply mutatis mutandis with respect to the other Group Companies and the other Group Company Assets and agrees to cause its Affiliates to take such actions as necessary or desirable to give effect to such agreements.

Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the Acquiring Companies Indenture Trustee, the Series Administrator, the Note Purchaser, and the Seller will use its reasonable their best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations Laws to consummate the transactions contemplated by this Agreement. Seller Agreement and the Acquiring Companies each Related Agreements, including (i) preparing and filing as promptly as practicable with any Governmental Entity or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Entity or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement and the Related Agreements. The Indenture Trustee, the Series Administrator and the Note Purchaser and the Seller agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and to vest in Buyer the Asset Purchaser good and marketable title to the Purchased Assets and to prevent Buyer from having any obligation or responsibility with respect to the liabilities of Seller other than Assumed LiabilitiesAssets. (bi) The Seller hereby constitutes and appoints, effective as of the Closing Date, Buyer the Indenture Trustee and its successors and assigns as the true and lawful attorney of such Seller with full power of substitution in the name of Buyer the Asset Purchaser, or in the name of such Seller, Seller but for the benefit of Buyer the Securityholders, (iA) to collect for the account of Buyer the Trust and the Securityholders any items of Purchased Assets and (iiB) to institute and prosecute all proceedings which Buyer the Indenture Trustee or the Series Administrator, each on behalf of the Securityholders, may in its their sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets; . Except as otherwise provided that Buyer will be responsible for any new liabilities by Section 10.04, the Indenture Trustee on behalf of Seller that result from such actions and Buyer will indemnify and hold harmless Seller from any such liabilities and from any other Losses arising out of or related to actions of Buyer under this paragraph. Buyer the Securityholders shall be entitled to retain for its own the Trust’s account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.

Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each Agreement and Section 4.03 of the Acquiring Companies Company Disclosure Schedule and Seller Section 5.03 of the SPAC Disclosure Schedule, the SPAC, the Sellers and the Company will use its their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable advisable under applicable laws and regulations Applicable Law to consummate the transactions contemplated Transactions. Without limiting the foregoing, the SPAC agrees to take all steps necessary or advisable to eliminate impediments under any antitrust, competition, or other Applicable Law (including mitigation measures imposed by CFIUS, ITAR or MINEFI) that are asserted by any Governmental Authority or any other party having jurisdiction over the Transactions so as to enable the Parties to close the Transactions prior to the End Date, as may be extended, including but not limited to (i) negotiating, committing to and effecting by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of such assets, categories of assets or businesses of the SPAC or the Company; (ii) terminating existing relationships, contractual rights or obligations; (iii) terminating any venture or other arrangement; (iv) licensing any portion of the business of the SPAC or of the assets being purchased; and (v) defending through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment that would prevent the Closing from occurring prior to the End Date; provided that, notwithstanding anything to the contrary in this Agreement. Seller , other than as relates to removing any impediment under any antitrust or competition Applicable Law, unless mutually agreed by the SPAC, the Charterhouse Parties and the Acquiring Companies each Company, the SPAC will not be required to take (and the Sellers, the Company and their Subsidiaries shall not take, without the prior written consent of the SPAC) any actions to satisfy the conditions in Section 11.01(a) or Section 11.01(c) herein that, individually or in the aggregate, would reasonably be expected to result in the consequences set forth on Section 8.01 of the Company Disclosure Schedule or (2) result in any other person designated by a Governmental Authority becoming an equity investor or being granted the right to a seat on the board of directors, board of managers, or similar managing body of the SPAC, the Company or any of the Company’s material Subsidiaries. The SPAC, the Company and the Sellers agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be necessary or desirable advisable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and to vest in Buyer good and marketable title to the Purchased Assets and to prevent Buyer from having any obligation or responsibility with respect to the liabilities of Seller other than Assumed LiabilitiesTransactions. (b) Seller hereby constitutes In furtherance and appoints, effective as not in limitation of the Closing Dateforegoing, Buyer each of the SPAC, the Company and its successors the Sellers shall, as applicable, make an appropriate filing of a Notification and assigns Report Form pursuant to the HSR Act and the other filings and notices set forth on Sections 4.03 of the Company Disclosure Schedule and 5.03 of the SPAC Disclosure Schedule with respect to the Transactions as promptly as practicable after the true date hereof and lawful attorney to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to such filings and notifications and to take all other actions necessary to obtain all required consents or approvals or cause the expiration or termination of such Seller with full power any applicable waiting period as soon as practicable and advisable. The SPAC, the Sellers and the Company shall: (a) promptly inform the other of substitution in the name of Buyer or in the name of such Seller, but for the benefit of Buyer (i) to collect for the account of Buyer any items of Purchased Assets and (ii) to institute and prosecute all proceedings which Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, communication to or under from any Governmental Authority regarding the Purchased Assets, Transactions; (b) permit each other to review in advance any proposed written communication to any such Governmental Authority and consider reasonable comments thereto (c) not agree to defend participate in any substantive meeting or compromise discussion with any and all actions, suits or proceedings such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the Purchased AssetsTransactions unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend; provided that Buyer will be responsible for any new liabilities and (e) promptly furnish each other with copies of Seller that result from such actions and Buyer will indemnify and hold harmless Seller from any such liabilities and from any other Losses arising out of or related all correspondence, filings (not to actions of Buyer under this paragraph. Buyer shall be entitled to retain for its own account any amounts collected include filings made pursuant to the foregoing powersHSR Act) and written communications (to the extent allowed under Applicable Law and redacted or limited to outside counsel only as appropriate to protect confidential or commercially sensitive information) between such Party and their Affiliates and their respective agents, including representatives and advisors, on one hand, and any amounts payable as interest such Governmental Authority, on the other hand, in each case, with respect thereofto this Agreement and the Transactions.

Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of Buyer and the Acquiring Companies and Seller Sellers will use its reasonable their best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. Seller ; PROVIDED that nothing in this Agreement shall obligate Buyer or the Company or any of Buyer's Affiliates to agree to dispose of, agree to cease operating or agree to hold separate any business, properties or assets of the Company or of Buyer and its subsidiaries, except to the extent such agreements would not have a material adverse effect on the financial condition or results of operations of Buyer, its subsidiaries and the Acquiring Companies each Company taken as a whole and PROVIDED FURTHER that, notwithstanding the immediately preceding proviso, if Buyer or the Company or any of Buyer's Affiliates are obligated after Closing to hold separate the business of the Company from that of Buyer or any of its Affiliates as a condition to the receipt of the DOT Exemption, then Buyer or the Company or Buyer's Affiliates, as applicable, shall agree to hold separate such businesses to the extent necessary to obtain the DOT Exemption. Delta and Buyer shall, and the Sellers shall cause the Company prior to the Closing, and Buyer shall cause the Company after the Closing, to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and to vest in Buyer good and marketable title to the Purchased Assets and to prevent Buyer from having any obligation or responsibility with respect to the liabilities of Seller other than Assumed LiabilitiesAgreement. (b) Seller hereby constitutes In furtherance and appoints, effective as not in limitation of the Closing Dateforegoing, each of Buyer and its successors Delta shall make an appropriate filing of a Notification and assigns as Report Form pursuant to the true HSR Act and lawful attorney of such Seller with full power of substitution in the name of Buyer or in the name of such Seller, but for the benefit of Buyer (i) to collect for the account of Buyer any items of Purchased Assets and (ii) to institute and prosecute all proceedings which Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings an appropriate filing in respect of the Purchased Assets; provided DOT Exemption, in each case with respect to the transactions contemplated hereby, as promptly as practicable and in any event within ten Business Days following the date hereof and to supply as promptly as practicable any additional information and documentary material that Buyer will may be responsible for any new liabilities of Seller that result from such actions and Buyer will indemnify and hold harmless Seller from any such liabilities and from any other Losses arising out of or related to actions of Buyer under this paragraph. Buyer shall be entitled to retain for its own account any amounts collected requested pursuant to the foregoing powersHSR Act or the applicable regulations of the DOT, including any amounts payable as interest in respect thereofthe case may be.

Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the Acquiring Companies Buyer and Seller will cooperate upon each Inventory Date and will use its reasonable their best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. Seller and the Acquiring Companies each Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and to vest in Buyer good and marketable title to the Purchased Assets and to prevent Buyer from having any obligation or responsibility with respect to the liabilities of Seller other than Assumed LiabilitiesAssets. (b) Seller hereby constitutes and appoints, effective as of the Closing Dateapplicable Effective Time, Buyer and its successors and assigns as the true and lawful attorney of such Seller with full power of substitution in the name of Buyer Buyer, or in the name of such Seller, Seller but for the benefit of Buyer Buyer, (i) to collect for the account of Buyer any items of Purchased Assets and (ii) to institute and prosecute all proceedings which Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets; provided that Buyer will be responsible for any new liabilities of Seller that result from such actions and Buyer will indemnify and hold harmless Seller from any such liabilities and from any other Losses arising out of or related to actions of Buyer under this paragraph. Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.