Common use of Certain Covenants of the Parties Clause in Contracts

Certain Covenants of the Parties. Each Party hereby covenants and agrees in favour of the other that it shall (and, in the case of the Vendors, that they shall cause the Targets to): (a) perform all obligations required to be performed by such Party (and, in the case of the Vendors, required to be performed by the Targets) under this Agreement and the Closing Documents, and shall do all such other acts and things not expressly referenced herein as may be commercially reasonable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby and thereby and shall not take any action that will have the effect of delaying, impairing or impeding the Closing or the receipt of any authorizations, consents, orders or approvals to be sought pursuant to this Agreement or pursuant to any Closing Document; (b) not enter into any transaction or perform any act or omit to perform any act which would (i) interfere or be inconsistent with the successful completion of the transactions contemplated in this Agreement or in any Closing Document in accordance with the terms hereof or thereof, (ii) render untrue or incorrect any of the representations and warranties of such Party set forth in this Agreement or in any Closing Document, or (iii) adversely affect the ability of such Party (or, in the case of the Vendors, the ability of the Targets) to perform and comply with its covenants and agreements under this Agreement or any Closing Document; and (c) promptly advise the other Parties in writing of (i) any fact, event or any change occurring after the date hereof that would render any representation or warranty of such Party contained in this Agreement, untrue or incorrect or would result in any condition precedent in favour of the other Parties not being met, (ii) any Material Adverse Change, (iii) any breach by such Party (and, in the case of the Vendors, any breach by the Targets ) of any covenant, undertaking or agreement contained in this Agreement or in any Closing Document, or (iv) any actual or potential death, disability, resignation, termination of employment or other departure of any Employee of the Group.

Certain Covenants of the Parties. Each Party hereby (a) The Company further covenants and agrees with the Underwriters that: (i) The Company shall prepare the Prospectus in favour of a form reasonably approved by you and file such Prospectus pursuant to, and within the other that it time period specified in, Rule 424(b) and Rule 430A, 430B or 430C, as applicable, under the Securities Act; prior to the last date on which an Additional Closing Date, if any, may occur, the Company shall file no further amendment to the Registration Statement or amendment or supplement to the Prospectus to which you shall reasonably object in writing after being furnished in advance a copy thereof and given a reasonable opportunity to review and comment thereon; the Company shall notify you promptly (and, if requested by you, will confirm such notice in writing) (i) when any amendment to the case Registration Statement becomes effective, (ii) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (iii) of the VendorsCompany's intention to file or prepare any supplement or amendment to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus (including documents filed under the Exchange Act if such document would be deemed to be incorporated by reference into the Registration Statement, any Preliminary Prospectus or the Prospectus), (iv) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, or suspending the use of any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or, in each case, of the initiation, or the threatening, of any proceedings therefor, it being understood that they the Company shall cause make every effort to avoid the Targets to):issuance of any such stop order, (vi) of the receipt of any comments from the Commission, and (vii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will make every reasonable effort to prevent the issuance of any such stop order and, if issued, to obtain the lifting of such order as soon as possible. (aii) perform all obligations [Reserved]. (iii) The Company shall comply with the Securities Act and the Exchange Act to permit completion of the distribution of the Securities by the Underwriters as contemplated in this Agreement, the Registration Statement, the Pricing Prospectus and the Prospectus. If at any time when a prospectus relating to the Securities (or, in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be performed by such Party delivered under the Securities Act, any event shall have occurred as a result of which the Pricing Disclosure Package (andprior to the availability of the Prospectus) or the Prospectus as then amended or supplemented would, in the case judgment of the VendorsUnderwriters or the Company, include an untrue statement of a material fact or omit to state any material fact required to be performed stated therein or necessary to make the statements therein, in light of the circumstances existing at the time of delivery of such Pricing Disclosure Package or Prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) to the purchaser, not misleading, or if to comply with the Securities Act, the Exchange Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Pricing Disclosure Package, the Prospectus or the Registration Statement, or to file any document incorporated by reference in the Registration Statement or the Prospectus or in any amendment thereof or supplement thereto, the Company will notify you promptly and prepare and file with the Commission an appropriate amendment, supplement or document (in form and substance reasonably satisfactory to the Representatives) that will correct such statement or omission or effect such compliance and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (iv) The Company shall retain, in accordance with the Rules and Regulations, all Issuer Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations. The Company will not, without the prior consent of the Representatives, (i) make any offer relating to the Securities that would constitute a "free writing prospectus" as defined in Rule 405 under the Securities Act, except for any Issuer Free Writing Prospectus set forth in Schedule IV hereto and any electronic road show previously approved by the TargetsUnderwriters, or (ii) file, refer to, approve, use or authorize the use of any "free writing prospectus" as defined in Rule 405 under the Securities Act with respect to the Offering or the Securities. If at any time any event shall have occurred as a result of which any Issuer Free Writing Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company, conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus as then amended or supplemented or would, in the judgment of the Underwriters or the Company, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representatives promptly and, if requested by the Representatives, prepare and furnish an appropriate amendment or supplement (in form and substance reasonably satisfactory to the Representatives) that will correct such statement, omission or conflict or to effect such compliance. (v) The Company has complied with and will comply with the requirements of Rule 433 with respect to each Issuer Free Writing Prospectus including, without limitation, all prospectus delivery, filing, record retention and legending requirements applicable to each such Issuer Free Writing Prospectus; and the Company has caused there to be made available at least one version of a "bona fide electronic road show" (as defined in Rule 433 under the Securities Act) in a manner that causes the Company not to be required, pursuant to Rule 433(d) under the Securities Act, to file with the Commission any road show. (vi) The Company will promptly deliver to the Underwriters and Underwriters' Counsel a signed copy of the Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewith, and will maintain in the Company's files manually signed copies of such documents for at least five years after the date of filing. The Company will promptly deliver to the Underwriters such number of copies of any Preliminary Prospectus, the Prospectus, the Registration Statement, and all amendments of and supplements to such documents, if any, and all documents incorporated by reference in the Registration Statement and Prospectus or any amendment thereof or supplement thereto, as you may reasonably request. Prior to 12:00 P.M., New York City time, on the business day next succeeding the date of this Agreement and from time to time thereafter, the Closing DocumentsCompany will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as the Underwriters may reasonably request. (vii) The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the securities laws relating to the offering or sale of the Securities of such jurisdictions, domestic or foreign, as the Underwriters may designate and to maintain such qualification in effect for so long as required for the distribution thereof; except that in no event shall do the Company be obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (viii) The Company will make generally available to its security holders and to the Underwriters as soon as practicable, but in any event not later than twelve months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and the Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158). (ix) No offering, pledge, sale, contract to sell, short sale or other disposition of any shares of Common Stock or other securities convertible into or exchangeable or exercisable for shares of Common Stock or derivative of Common Stock (or agreement for such) will be made for a period of 60 days after the date of the Prospectus, directly or indirectly, by the Company otherwise than hereunder or with the prior written consent of the Representatives, provided however, that for the avoidance of doubt this Section 4(a)(ix) shall not prohibit the Company from granting awards of shares of Common Stock under its 2014 Equity Incentive Plan. (x) The Company will make available to you (A) during the period of five years from the effective date of the Registration Statement, copies of all such reports or other acts and things not expressly referenced herein as may be commercially reasonable in order communications (financial or other) furnished to consummate and make effectivesecurity holders or from time to time published or publicly disseminated by the Company and, as soon as reasonably practicablethey are available, the transactions contemplated hereby and thereby and shall not take any action that will have the effect of delaying, impairing or impeding the Closing or the receipt copies of any authorizationsreports, consentsfinancial statements and proxy or information statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (B), orders or approvals during the period of two years from the effective date of the Registration Statement, such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial information to be sought on a consolidated basis to the extent the accounts of the Company and the Subsidiaries are consolidated in reports furnished to its security holders generally or to the Commission); provided, that any information or documents available on XXXXX shall be considered sufficiently made available for the purposes of this Section 4(a)(x); and provided further, that the Underwriters shall sign a confidentiality agreement, containing such customary terms and conditions as the Company shall reasonably request, regarding any additional information made available pursuant to clause (B) of this Agreement or pursuant to any Closing Document;Section 4(a)(x). (bxi) not enter into any transaction or perform any act or omit The Securities shall have been approved for listing subject to perform any act which would notice of issuance on the New York Stock Exchange. (ixii) interfere or be inconsistent with The Company, during the successful completion of the transactions contemplated in this Agreement or in any Closing Document in accordance with the terms hereof or thereof, (ii) render untrue or incorrect any of the representations and warranties of such Party set forth in this Agreement or in any Closing Document, or (iii) adversely affect the ability of such Party period when a prospectus (or, in lieu thereof, the case notice referred to in Rule 173(a) under the Securities Act) is required to be delivered under the Securities Act in connection with the offer or sale of the VendorsSecurities, will file all reports and other documents required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and the Rules and Regulations within the time periods required thereby. (xiii) If the Company elects to rely upon Rule 462(b) under the Securities Act, the ability Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462 by 10:00 P.M. (New York City time), on the date of this Agreement, and the TargetsCompany shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Securities Act. (xiv) The Company will use its best efforts to do and perform and comply with its covenants and agreements all things required to be done or performed under this Agreement by the Company prior to the Closing Date or any the Additional Closing Document; andDate, as the case may be, and to satisfy all conditions precedent to the delivery of the Firm Securities and the Additional Securities. (cxv) promptly advise The Company will not take, and will cause its affiliates (within the other Parties in writing meaning of (iRule 144 under the Securities Act) not to take, directly or indirectly, any factaction which constitutes or is designed to cause or result in, event or any change occurring after which would constitute, cause or result in, the date hereof that would render any representation stabilization or warranty of such Party contained in this Agreement, untrue or incorrect or would result in any condition precedent in favour manipulation of the other Parties not being met, price of any security to facilitate the sale or resale of the Securities. (iixvi) any Material Adverse Change, The Company will cooperate with the Underwriters and use commercially reasonable efforts to permit the Securities to be eligible for clearance and settlement through the facilities of The Depository Trust Company. (iiixvii) any breach by such Party (and, The Company will apply the net proceeds from the sale of the Securities as described in the case Registration Statement and the Prospectus under the heading "Use of the Vendors, any breach by the Targets ) of any covenant, undertaking or agreement contained in this Agreement or in any Closing Document, or (iv) any actual or potential death, disability, resignation, termination of employment or other departure of any Employee of the GroupProceeds."

Certain Covenants of the Parties. Each Party hereby covenants and agrees in favour of the other that it shall (and, in Bank and the case of the Vendors, that they shall cause the Targets to):Company agree that (a) perform The parties shall use their respective reasonable best efforts to take, or cause to be taken, all obligations actions and do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the Option Liquidity Program as promptly as practicable, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Persons all documentation and to effect all necessary Filings, and (ii) obtaining and maintaining all Consents required to be performed by such Party (andobtained from any Governmental Authority or other third party, in the case of the Vendorseach case, required to be performed by the Targets) under this Agreement and the Closing Documentsthat are necessary, and shall do all such other acts and things not expressly referenced herein as may be commercially reasonable in order proper or advisable to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby and thereby and shall not take any action that will have the effect of delaying, impairing or impeding the Closing or the receipt of any authorizations, consents, orders or approvals to be sought pursuant to this Agreement or pursuant to any Closing Document;Option Liquidity Program. (b) Each of the Bank and the Company shall, in connection with the efforts referenced in clause (a) to obtain all required Consents for the consummation of the Option Liquidity Program, use its reasonable best efforts, subject to applicable Law, to (i) cooperate in all respects with the other party hereto in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a third party (including sharing copies of any such filings or submissions reasonably in advance of the filing or submission thereof); (ii) keep each of the other parties hereto informed of any communication received by any such party from, or, given by such party to any Governmental Authority, and of any communication received or given in connection with any proceeding by a third party, in each case regarding the Option Liquidity Program; and (iii) permit each of the other parties hereto to review in advance any communication intended to be given by it to, and consult with the other parties in advance of any meeting or conference with, the Commission or any other Governmental Authority or, in connection with any proceeding by a third party, with any other Person, and to the extent requested by the Bank or the Company, and permitted by the Commission or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. (c) In furtherance and not enter into in limitation of the covenants of the parties contained in clauses (a) and (b), if any transaction objections are asserted with respect to the Option Liquidity Program, or perform if any act suit is instituted (or threatened to be instituted) by the Commission or any other Governmental Authority challenging the Option Liquidity Program, or that would otherwise prohibit or materially impair or materially delay the Option Liquidity Program, each of the Bank and the Company shall use its reasonable best efforts to resolve any such objections or suits so as to permit consummation of the Option Liquidity Program. (d) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by any Person challenging the Option Liquidity Program, each of the Bank and the Company shall cooperate in all respects with each other and use its respective, reasonable best efforts to defend contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Option Liquidity Program. (e) Each of the Bank and the Company acknowledge and agree that after the Election Deadline, it shall use its reasonable best efforts not to do anything or omit to perform any act which do anything on or prior to the later of (x) the Closing Date and (y) the last Make-up Day, that would cause (i) interfere a Registration Unavailability Event, or be inconsistent with the successful completion of the transactions contemplated in this Agreement or in any Closing Document in accordance with the terms hereof or thereof, (ii) render untrue or incorrect any a Stock Option Liquidity Program Disruption Event. (f) Promptly upon the occurrence of a Registration Unavailability Event, (x) the Company shall deliver an Unavailability Notice to the Bank and (y) the Company agrees that it shall inform Participating Holders promptly after the end of the representations Averaging Period, as to which Trading Days were not counted as Available Trading Days. (g) If on any Trading Day in the Averaging Period, the Company has not delivered an Unavailability Notice to the Bank, and warranties of such Party the Bank receives an Outside Counsel Notification, the Bank shall deliver a Bank Unavailability Notice to the Company in the manner set forth in Section 25. (h) The parties agree that (x) as promptly as practicable after the execution of this Agreement, the Bank shall provide the pricing grid in respect of the Transactions (such pricing grid to set forth the cash amount to be paid by the Bank to the Company for each Tranche of JPMorgan Options set forth on Schedule A of the Confirmation for the range of Average Closing Prices between $10 and $50, inclusive, for each class of Common Stock) to the Company and (y) the Bank and the Company shall in good faith and expeditiously negotiate any disagreements between them as to the pricing set forth therein. If the parties reach an agreement as to such pricing grid, the pricing grid as so agreed shall be transmitted to the Company pursuant to the procedures agreed upon by the parties as set forth in Exhibit G attached hereto and shall be deemed the “Pricing Grid”, and such pricing grid shall govern in the event that there is any discrepancy with any additional pricing grid generated for the processing convenience of the Company and/or Mellon. If the parties do not reach such agreement prior to October 8, 2004, then this Agreement shall be deemed terminated and such termination shall be deemed to have been made pursuant to Section 10(a)(vi). Notwithstanding the foregoing, nothing in this Section 11 shall require any cooperation, disclosure or in other action that would waive attorney client privilege, constitute a statement against interests or disclose any Closing Documentattorney work product, or (iii) adversely affect the ability of such Party (or, in the case nor is this Section intended to require any action that would compromise any rights that one of the Vendorsparties may have against the other party hereto. Further notwithstanding the foregoing, nothing in this Section 11 shall restrict the ability of the Targets) Bank or the Company to perform and comply with its covenants and agreements under terminate this Agreement pursuant to Section 10 or any Closing Document; and (c) promptly advise the other Parties in writing of (i) any fact, event or any change occurring after the date hereof shall require that would render any representation or warranty of such Party contained in this Agreement, untrue or incorrect or would result in any a party waive a condition precedent in favour of the other Parties not being met, (ii) any Material Adverse Change, (iii) any breach by such Party (and, in the case of the Vendors, any breach by the Targets ) of any covenant, undertaking or agreement contained in this Agreement or in any Closing Document, or (iv) any actual or potential death, disability, resignation, termination of employment or other departure of any Employee of the Groupto Closing.

Certain Covenants of the Parties. Each Party hereby covenants and agrees in favour Section 5.01 Conduct of the other that it Business. From the Effective Date until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 6.01, except as set forth in Schedule 5.01 or otherwise provided for by this Agreement or consented to in writing by Buyer (which consent shall (andnot be unreasonably withheld, conditioned or delayed), Seller shall use its commercially reasonable efforts to conduct the Business in the case ordinary course of business consistent with past practice; provided that, the Vendorsforegoing notwithstanding, that they shall cause Seller may use or distribute all Cash prior to the Targets to):Closing for any purpose. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) perform all obligations required use commercially reasonable efforts to be performed by such Party (andmaintain and preserve intact the current organization, in the case business and franchise of the VendorsBusiness and to preserve the goodwill and relationships of the employees, required to be performed by the Targets) under this Agreement and the Closing Documentscustomers, suppliers, and shall do all such other acts and things not expressly referenced herein as may be commercially reasonable in order to consummate and make effective, as soon as reasonably practicable, regulators of the transactions contemplated hereby and thereby and shall not take any action that will have the effect of delaying, impairing or impeding the Closing or the receipt of any authorizations, consents, orders or approvals to be sought pursuant to this Agreement or pursuant to any Closing DocumentBusiness; (b) not enter into preserve and maintain all of the Permits used in the Business, including the Mining Permits; (c) cause the Tangible Personal Property to be maintained in substantially the same condition, in the aggregate, as it was on the date of this Agreement, subject to reasonable wear and tear; (d) fulfill any transaction or perform orders for coal from customers in a manner that is consistent with past practices; (e) perform, in all material respects, all of its obligations under all Contracts relating to the Business; (f) maintain its books and records related to the Business in accordance with past practice; (g) comply in all material respects with all applicable Laws with respect to the Business; (h) refrain from subjecting any act or omit material portion of the Purchased Assets to perform any act which would Lien, except for Permitted Liens; (i) interfere refrain from entering into, amending waving any material right with respect to, or be inconsistent with terminating (excluding, for the successful completion avoidance of the transactions contemplated in this Agreement or in any Closing Document doubt, by permitting expiration in accordance with its terms) (A) any Material Contract, DCS Contract or Lease (or any contract which would, if it were in existence on the terms hereof date hereof, be required to be set forth as a Material Contract or thereofLease), other than in the ordinary course of business consistent with past practice and (iiB) render untrue any contract set forth on Schedule 5.01(i) hereto, provided that nothing in this Section 5.01(i) shall restrict the exercise by Seller of its contractual remedies under any Material Contract, DCS Contract or incorrect Lease for breach or default by a counterparty thereto; (j) maintain the Real Property in a manner and consistent with its current practices, provided that Seller shall not be responsible for any capital improvements or repairs to the Real Property, except as required by any Lease or other Contract with respect thereto, and not transfer, sell, mortgage, pledge, encumber, or otherwise dispose of the representations and warranties of such Party set forth in this Agreement or in any Closing DocumentReal Property, or (iii) adversely affect the ability of such Party (or, in the case of the Vendors, the ability of the Targets) to perform and comply with its covenants and agreements under this Agreement or any Closing Documentportion thereof; and (ck) promptly advise the not implement or effect any material reduction in labor force or lay-off, other Parties than as Seller determines may be reasonably required in writing of (i) any fact, event or any change occurring its sole business judgment after the date hereof that would render any representation or warranty of such Party contained in this Agreement, untrue or incorrect or would result in any condition precedent in favour of the other Parties not being met, (ii) any Material Adverse Change, (iii) any breach by such Party (and, in the case of the Vendors, any breach by the Targets ) of any covenant, undertaking or agreement contained in this Agreement or in any Closing Document, or (iv) any actual or potential death, disability, resignation, termination of employment or other departure of any Employee of the Groupgiving notice to Buyer at least 2 Business Days prior to implementation thereof.

Certain Covenants of the Parties. Each Party of Seller and Purchaser hereby covenants covenant to and agrees in favour agree with one another as follows: 7.1 The parties will use their best efforts, and will cooperate with one another, to secure all necessary consents, approvals, authorizations and exemptions from governmental agencies and other third parties, and to obtain the satisfaction of the conditions specified in this Agreement, as shall be required in order to enable the parties to effect the transactions contemplated by this Agreement. (a) Unless and until the Closing is consummated, Purchaser or Seller, as the case may be (the “Recipient”), will keep confidential any information which has been furnished to it by or on behalf of Seller or Purchaser, as the case may be (the “Provider”), in connection with the transactions contemplated by this Agreement (the “Confidential Information”), and shall use the Confidential Information solely in connection with the transactions contemplated by this Agreement. If this Agreement is terminated, the Recipient will return the Confidential Information to the Provider and either destroy any writings prepared by or on behalf of the Recipient based on the Confidential Information or deliver such writings to the Provider. The Confidential Information does not include information which (i) is or becomes (but only when it becomes) generally available to the public other than as a result of disclosure in violation of this Section, or (ii) is or becomes (but only when it becomes) available to the Recipient on a non-confidential basis from a source other than the Provider, or any of its agents or advisors or employees, provided that it shall such source is not bound by a confidentiality agreement with the Provider in respect thereof. (b) The Recipient may disclose the Confidential Information to any of its directors, officers, employees, agents, advisors and, in the case of Purchaser, its prospective lenders and equity participants who need to know the Vendors, that they shall cause the Targets to): (a) perform all obligations required to be performed by such Party (and, Confidential Information in the case of the Vendors, required to be performed by the Targets) under this Agreement and the Closing Documents, and shall do all such other acts and things not expressly referenced herein as may be commercially reasonable in order to consummate and make effective, as soon as reasonably practicable, connection with the transactions contemplated hereby by this Agreement; provided that, prior to making such disclosure, the Recipient shall inform all such persons and thereby entities of the confidential nature of the Confidential Information and such persons and entities shall not take any action that will have agree, for the effect benefit of delayingthe Provider, impairing or impeding the Closing or the receipt of any authorizations, consents, orders or approvals to be sought pursuant bound by the terms and conditions of this Section. In any event, the Recipient will be responsible for damages incurred by the Provider arising from any breach of this Section by any person or entity to this Agreement whom the Confidential Information shall have been furnished. The Recipient may disclose the Confidential Information if required by legal process or pursuant by operation of applicable law (but only to any Closing Document; (b) not enter into any transaction or perform any act or omit to perform any act which would (i) interfere or be inconsistent the extent so required), provided that the Recipient shall first promptly notify the Provider thereof so that the Provider may seek an appropriate protective order and/or waive compliance by the Recipient with the successful completion provisions of the transactions contemplated in this Agreement or in any Closing Document in accordance with the terms hereof or thereof, (ii) render untrue or incorrect any of the representations and warranties of such Party set forth in this Agreement or in any Closing Document, or (iii) adversely affect the ability of such Party (or, in the case of the Vendors, the ability of the Targets) to perform and comply with its covenants and agreements under this Agreement or any Closing Document; andSection. (c) promptly advise the other Parties in writing of (i) any fact, event or any change occurring after the date hereof that would render any representation or warranty of such Party contained in this Agreement, untrue or incorrect or would result in any condition precedent in favour of the other Parties not being met, (ii) any Material Adverse Change, (iii) any breach by such Party (and, in the case of the Vendors, any breach by the Targets ) of any covenant, undertaking or agreement contained in this Agreement or in any Closing Document, or (iv) any actual or potential death, disability, resignation, termination of employment or other departure of any Employee of the Group7.3 [Intentionally deleted].