Common use of Commercially Reasonable Best Efforts Clause in Contracts

Commercially Reasonable Best Efforts. Subject to the terms and conditions hereof, each party will use commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary or advisable to be obtained from any Person and/or any Governmental Authority in order to consummate any of the transactions contemplated by this Agreement, (ii) executing and delivering such other documents, instruments and agreements as any party hereto shall reasonably request, and (iii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, tax rulings, orders and approvals. Notwithstanding the foregoing, in no event shall any party have any obligation, in order to consummate the transactions contemplated hereby, to (a) take any action(s) that would result in a material adverse change in the benefits to the Company on the one hand or to Red Mountain on the other of this Agreement, or (b) dispose of any material assets or make any material change in the Company’s business other than as contemplated by this Agreement, or (c) expend any material amount of funds or otherwise incur any material burden other than those contemplated by this Agreement.

Commercially Reasonable Best Efforts. Subject to (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each party will of the parties agrees to use commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as promptly as practicableand the Option Agreement, including (i) preparing and filing as promptly as practicable all documentation to effect the obtaining of all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consentsactions or nonactions, waivers, licenses, orders, registrations, approvals, permits, tax rulings consents and authorizations approvals from Governmental Entities and the making of all necessary or advisable to be obtained from any Person and/or any Governmental Authority in order to consummate any registrations and filings and the taking of the transactions contemplated by this Agreement, (ii) executing and delivering such other documents, instruments and agreements as any party hereto shall reasonably request, and (iii) taking all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all such material necessary consents, waiversapprovals or waivers from third parties, licenses(iii) the defending of any lawsuits or other legal proceedings, registrationswhether judicial or administrative, permitschallenging this Agreement or the Option Agreement or the consummation of the transactions contemplated by this Agreement or the Option Agreement, authorizations, tax rulings, orders and approvals. Notwithstanding the foregoing, in no event shall any party including seeking to have any obligationstay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, in order and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement and the Option Agreement. (ab) In connection with and without limiting the foregoing, Ascend and Lucent shall (i) take any action(s) all action necessary to ensure that would result in a material adverse change in the benefits no state takeover statute or similar statute or regulation is or becomes applicable to the Company on the one hand or to Red Mountain on the other of Merger, this Agreement, the Option Agreement or (b) dispose any of any material assets or make any material change in the Company’s business other than as transactions contemplated by this Agreement or the Option Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, this Agreement, the Option Agreement or (c) expend any material amount of funds or otherwise incur any material burden other than those transaction contemplated by this Agreement or the Option Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Option Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Option Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement and the Option Agreement.

Commercially Reasonable Best Efforts. (a) Subject to the terms and conditions hereofof this Agreement, each party Party will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws promptly to consummate the transactions contemplated by this Agreement as promptly as practicableAgreement. In furtherance and not in limitation of the foregoing, including (i) preparing each Party hereto agrees to make an appropriate filing of a Notification and filing Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use commercially reasonable best efforts to take, or cause to be taken, all consentsother actions consistent with this Section 7.2 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (b) Each of Parent and the Company shall, waivers, licenses, orders, registrations, approvals, permits, tax rulings in connection with the efforts referenced in Section 7.2(a) to obtain all requisite approvals and authorizations necessary for the transactions contemplated by this Agreement under the HSR Act or advisable any other Antitrust Law, (i) use its commercially reasonable best efforts to cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; and (ii) keep the other Party informed in all material respects of any material communication received by such Party from, or given by such Party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”), or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby. For purposes of this Agreement, “Antitrust Law”) means the Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Laws (including other national merger control laws or foreign investment regulations) that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. (c) In furtherance and not in limitation of the covenants of the parties contained in Sections 7.2(a) and 7.2(b), each of Parent and the Company shall use its commercially reasonable best efforts to resolve such objections if any, as may be asserted a Governmental Entity or other person with respect to the transactions contemplated hereby under any Antitrust Law. In connection with the foregoing, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be obtained from instituted) challenging any Person and/or transaction contemplated by this Agreement as violative of any Governmental Authority Antitrust Law, each of Parent and the Company shall cooperate in order all respects with each other and use its respective commercially reasonable best efforts to consummate 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 transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 7.2 shall (i) limit a Party’s right to terminate this Agreement pursuant to Article IX so long as such Party has theretofore complied in all material respects with its obligations under this Section 7.2 or (ii) executing and delivering such require Parent to (A) enter into any “hold-separate” agreement or other documents, instruments and agreements as agreement with respect to the disposition of any party hereto shall reasonably request, and (iii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, tax rulings, orders and approvals. Notwithstanding the foregoing, in no event shall any party have any obligation, assets or businesses in order to consummate obtain clearance from the FTC or the DOJ or any other antitrust or competition authorities to proceed with the consummation of the transactions contemplated hereby, except to the extent the assets or businesses covered by such agreement consist solely of products and technologies of the Company as of the date this Agreement is executed, and such assets would not be material to the operation of Parent and its subsidiaries taken as a whole following the Merger or (aB) take any action(s) that would result in a material adverse change consummate the transactions contemplated hereby in the benefits to event that any consent, approval, authorization or statement of non-objection obtained in connection with this Agreement is conditioned upon the Company on the one hand or to Red Mountain on the imposition of any other of this Agreementrestrictions upon, or (b) dispose the making of any material accommodation (financial or otherwise) in respect of the conduct of the business of the Surviving Corporation or the Parent and its subsidiaries, or results, or would result in, the abrogation or diminishment of any authority or license granted by any Governmental Entity to, Company or Parent, except to the extent such restriction, accommodation or abrogation applies solely to the assets or make businesses of the Company as of the date this Agreement is executed and would not materially affect the operations of Parent and its subsidiaries taken as a whole following the Merger. (d) The Company shall use its commercially reasonable best efforts in consultation with Parent to obtain any material change in consents of third parties with respect to any Company Agreements that may be necessary or appropriate for the Company’s business other than as purposes of the transactions contemplated by this Agreement, or (c) expend any material amount of funds or otherwise incur any material burden other than those contemplated by this Agreementhereby.

Commercially Reasonable Best Efforts. Subject to (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each party will of the parties agrees to use commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as promptly as practicableAgreement, including (i) preparing and filing as promptly as practicable all documentation to effect the obtaining of all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consentsactions or nonactions, waivers, licensesconsents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, ordersor to avoid an action or proceeding by, registrations, approvals, permits, tax rulings and authorizations necessary or advisable to be obtained from any Person and/or any Governmental Authority in order to consummate Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, (ii) executing and delivering such including seeking to have any stay or temporary restraining order entered by any court or other documents, instruments and agreements as any party hereto shall reasonably requestGovernmental Entity vacated or reversed, and (iiiiv) taking all reasonable steps as may be the execution and delivery of any additional instruments necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, tax rulings, orders and approvals. Notwithstanding the foregoing, in no event shall any party have any obligation, in order to consummate the transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement. (ab) In connection with and without limiting the foregoing, i-Cube and Razorfish shall (i) take any action(s) all action necessary to ensure that would result in a material adverse change in the benefits no state takeover statute or similar statute or regulation is or becomes applicable to the Company on the one hand or to Red Mountain on the other of Merger, this Agreement, or any of the other transactions contemplated by this Agreement and (bii) dispose of if any material assets state takeover statute or make similar statute or regulation becomes applicable to the Merger, this Agreement, or any material change in the Company’s business other than as transaction contemplated by this Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or (c) expend any material amount of funds or otherwise incur any material burden regulation on the Merger and the other than those transactions contemplated by this Agreement.

Commercially Reasonable Best Efforts. Subject to (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each party will of the parties agrees to use all commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the transactions contemplated by this Agreement as promptly as most expeditious manner practicable, including (i) preparing the Merger and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and the other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary or advisable to be obtained from any Person and/or any Governmental Authority in order to consummate any of the transactions contemplated by this Agreement, including: (iii) executing the obtaining of all necessary actions or non-actions, waivers, consents and delivering such other documents, instruments approvals from all Governmental Entities and agreements as any party hereto shall reasonably request, the making of all necessary registrations and filings (iiiincluding filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with State Takeover Approvals), (ii) the obtaining of all such material necessary consents, waiversapprovals or waivers from third parties, licenses, registrations, permits, authorizations, tax rulings, orders (iii) the execution and approvals. Notwithstanding the foregoing, in no event shall delivery of any party have any obligation, in order additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that (i) no party shall be required to defend any lawsuits or other legal proceedings (other than the IPO Litigation), whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (aii) no party to this Agreement shall consent to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Each party shall not take any action(s) action, or enter into any transaction, that would cause any of its representations or warranties contained in this Agreement to be untrue or result in a material adverse change in the benefits to the Company on the one hand or to Red Mountain on the other of this Agreement, or (b) dispose breach of any material assets covenant made by it such that other party would be entitled to terminate this Agreement pursuant to Sections 7.1(b) or make any material change in the Company’s business other than as contemplated by this Agreement, or (c) expend any material amount of funds or otherwise incur any material burden other than those contemplated by this Agreement7.1(c).

Commercially Reasonable Best Efforts. Subject to (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each party will of the parties hereto shall, and shall cause each of its Subsidiaries to, use its commercially reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be takentaken or refrain from taking, all actions actions, and to promptly do, or cause to be donedone or refrain from doing, and to assist and cooperate with the other parties hereto in doing or refraining from doing, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate the transactions contemplated by this Agreement Tender Offer, the Capital Contribution and the Restructuring as promptly soon as practicable, including (i) preparing obtaining all necessary actions or non-actions, waivers, consents, clearances and filing approvals from Governmental Entities required to be obtained by such party and the making of all necessary registrations and filings and the taking of all steps as may be necessary for such party to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) obtaining all consents, approvals or waivers from third parties, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, commenced against such party challenging this Agreement or the consummation of the Tender Offer, the Capital Contribution or the Restructuring, (iv) publicly supporting this Agreement, the Tender Offer and the Restructuring, (v) satisfying the Transaction Conditions and (vi) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company shall use its commercially reasonable best efforts to obtain entry of the Approval Order on the Bankruptcy Court’s docket within seven Business Days after the Petition Date and to prosecute and defend the entry of such order. Subject to the Company’s fiduciary duties, the Company shall use its commercially reasonable best efforts to avoid termination of the RSA and shall promptly notify the Purchasers if the RSA is terminated. (b) The Purchasers shall file the Tender Offer Documents required under applicable Law with the CNBV no later than five calendar days after the Petition Date, and use its commercially reasonable best efforts to obtain the Pre-Tender Offer Required Approvals as promptly as practicable practicable. (c) The Purchasers and the Company shall (i) promptly notify the other party of any communication to that party from any Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement, the Restructuring, or the transactions contemplated hereby or thereby; (ii) if practicable, permit the other party the opportunity to review in advance all documentation the information relating to effect the Purchasers or the Company, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement or the Restructuring and incorporate the other party’s reasonable comments; (iii) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation, or inquiry concerning this Agreement, the Restructuring, or the transactions contemplated hereby or thereby unless such party consults with the other party in advance, and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend; and (iv) furnish the other party with copies of all necessary applications, notices, petitionscorrespondence, filings, tax ruling requests and written communications between them and their Subsidiaries and representatives, on the one hand, and any Governmental Entity or its respective staff, on the other documents hand, with respect to this Agreement, the Restructuring, and the transactions contemplated hereby or thereby, except that any materials concerning valuation of the transaction or internal financial information may be redacted. (d) Each of the parties hereto will use its reasonable best efforts to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary Consents of any Governmental Entity or advisable any other Person required to be obtained from by such party in connection with, and waivers of any Person and/or any Governmental Authority in order to consummate any Company Violations and Purchaser violations, as applicable, that may be caused by the consummation of Restructuring and the other transactions contemplated by this Agreement, (ii) executing and delivering such other documents, instruments and agreements as any party hereto shall reasonably request, and (iii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, tax rulings, orders and approvals. Notwithstanding the foregoing, in no event shall any party have any obligation, in order to consummate the transactions contemplated hereby, to (a) take any action(s) that would result in a material adverse change in the benefits to the Company on the one hand or to Red Mountain on the other of this Agreement, or (b) dispose of any material assets or make any material change in the Company’s business other than as contemplated by this Agreement, or (c) expend any material amount of funds or otherwise incur any material burden other than those contemplated by this Agreement.

Commercially Reasonable Best Efforts. Subject to (a) Upon the terms and subject to the conditions hereofherein provided, except as otherwise provided in, and without limiting any other obligations of the parties under, this Agreement, each party will of the parties hereto agrees to use its commercially reasonable best efforts to take, take or cause to be takentaken all action, all actions and to do, do or cause to be done, done and to assist and cooperate with the other party hereto in doing all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement as promptly as practicablehereby, including including, but not limited to: (i) preparing and filing as promptly as practicable all documentation the satisfaction of the conditions precedent to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waiverswaivers or approvals of any third parties; (iii) the defending of any Actions, licenseswhether judicial or administrative, orderschallenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, registrations, approvals, permits, tax rulings and authorizations necessary or advisable to be obtained from any Person and/or any Governmental Authority the taking of such other actions as the other party hereto may reasonably require in order to consummate carry out the intent of this Agreement. Without limiting the foregoing, Seller Parties shall use their commercially reasonable best efforts to obtain, prior to Closing, and will assist and cooperate with Buyer after Closing in obtaining, consents to all of the Company Leases set forth in Section 3.1(c) of the Company Disclosure Letter. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement, (ii) executing and delivering such other documents, instruments and agreements as . If any party hereto shall reasonably request, and (iii) taking all reasonable steps as may be necessary or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, tax rulings, orders and approvals. Notwithstanding the foregoing, in no event shall any party have any obligation, in order to consummate the transactions contemplated hereby, to (a) take any action(s) that would result in a material adverse change in the benefits to the Company on the one hand or to Red Mountain on the other of this Agreement, or (b) dispose of any material assets or make any material change in the Company’s business other than as contemplated by this Agreement, then such party shall use its commercially reasonable best efforts to make, or (c) expend any material amount of funds or otherwise incur any material burden cause to be made, as soon as practicable and after consultation with the other than those contemplated by this Agreementparty, an appropriate response in compliance with such request.

Commercially Reasonable Best Efforts. (a) Subject to the terms and conditions hereofof this Agreement, each party Party will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws promptly to consummate the Merger and the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each Party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use its commercially reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 6.3 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (b) Each of Parent and the Company shall, in connection with the efforts referenced in Section 6.3(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement as promptly as practicableunder the HSR Act or any other Antitrust Law, including (i) preparing use its commercially reasonable best efforts to cooperate in all respects with each other in connection with any filing or submission and filing as promptly as practicable in connection with any investigation or other inquiry, including any proceeding initiated by a private party; and (ii) keep the other Party informed in all documentation to effect all necessary applicationsmaterial respects of any material communication received by such Party from, noticesor given by such Party to, petitionsthe Federal Trade Commission (the "FTC"), filingsthe Antitrust Division of the Department of Justice (the "DOJ") or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary or advisable to be obtained from any Person and/or any Governmental Authority in order to consummate each case regarding any of the transactions contemplated by this Agreement, (ii) executing and delivering such other documents, instruments and agreements as any party hereto shall reasonably request, and (iii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, tax rulings, orders and approvalshereby. Notwithstanding the foregoing, in no event shall any party have any obligation, in order to consummate the transactions contemplated hereby, to (a) take any action(s) that would result in a material adverse change in the benefits to the Company on the one hand or to Red Mountain on the other For purposes of this Agreement, "ANTITRUST LAW" means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Laws (including other national merger control laws or (bforeign investment regulations) dispose that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of any material assets monopolization or make any material change in the Company’s business other than as contemplated by this Agreement, restraint of trade or (c) expend any material amount lessening of funds competition through merger or otherwise incur any material burden other than those contemplated by this Agreementacquisition.

Commercially Reasonable Best Efforts. Subject to 9.7.1 Upon the terms and subject to the conditions hereofset forth in this Agreement, each party will of the parties agrees to use commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as promptly as practicableAgreement, including (ia) preparing and filing as promptly as practicable all documentation to effect the obtaining of all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consentsactions or non-actions, waivers, licensesconsents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, ordersor to avoid an action or proceeding by, registrations, approvals, permits, tax rulings and authorizations necessary or advisable to be obtained from any Person and/or any Governmental Authority in order to consummate Entity, (b) the obtaining of all necessary consents, approvals or waivers from third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, (ii) executing and delivering such other documents, instruments and agreements as any party hereto shall reasonably request, and (iii) taking all reasonable steps as may be necessary including seeking to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, tax rulings, orders and approvals. Notwithstanding the foregoing, in no event shall any party have any obligationstay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, in order (d) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated herebyby, and to carry out fully the purposes of, this Agreement and (ae) take filing the Certificate of Merger with the Secretary of State of Delaware and the Secretary of State of California, and such other certificates and documents as are necessary to be filed and/or recorded with such office. . 9.7.2 In connection with and without limiting the foregoing, if any action(s) that would result in a material adverse change in the benefits state or foreign takeover statute or similar statute or regulation becomes applicable to the Company on the one hand or to Red Mountain on the other of Merger, this Agreement, or (b) dispose of any material assets or make any material change in the Company’s business other than as transaction contemplated by this Agreement, USI, Soft Plus and the Principal Shareholders shall take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or (c) expend any material amount of funds or otherwise incur any material burden regulation on the Merger and the other than those transactions contemplated by this Agreement.

Commercially Reasonable Best Efforts. Subject to the terms and conditions hereof, each party will use commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary or advisable to be obtained from any Person and/or any Governmental Authority in order to consummate any of the transactions contemplated by this Agreement, (ii) executing and delivering such other documents, instruments and agreements as any party hereto shall reasonably request, and (iii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, tax rulings, orders and approvals. Notwithstanding the foregoing, in no event shall any party have any obligation, in order to consummate the transactions contemplated hereby, to (a) take any action(s) that would result in a material adverse change in the benefits to the Company Seller on the one hand (specifically the payment or advancement by the Seller of any expenses required to satisfy a Company obligation) or to Red Mountain the Purchaser on the other of this Agreement, or (b) dispose of any material assets or make any material change in the Company’s business other than as contemplated by this Agreement, or (c) expend any material amount of funds or otherwise incur any material burden other than those contemplated by this Agreement.

Commercially Reasonable Best Efforts. (a) Subject to the terms and conditions hereofof this Agreement, including and without prejudice to the limits set forth in Section 5.1(b) and the remainder of this Section 5.4, each party will of the Parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws Laws and regulations Governmental Orders to consummate the transactions contemplated by this Agreement and make effective, as promptly as practicable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary or advisable to be obtained from any Person and/or any Governmental Authority in order to consummate any of the transactions contemplated by this Agreement, including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Authority. (b) Each Seller shall, and Holdings shall cause each Seller to, use its commercially reasonable best efforts to, with respect to each Business Contract and with respect to each Permit held by either Seller and required to conduct the Business as conducted immediately prior to the Closing which, as a result of the transactions contemplated hereby, requires the consent or approval of the counterparty thereto or any Governmental Authority or will terminate or be breached in accordance with its terms or pursuant to applicable Law, obtain such consent or approval or, with respect to a Business Contract that will otherwise terminate, enter into a new and binding Contract that can be transferred to Parent or Purchasers without triggering such a termination on substantially the same terms with such counterparty. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement or the Transaction Documents shall be deemed to constitute an assignment or transfer of a Business Contract or Permit if the required consent of the applicable third party has not been obtained. If any such consent with respect to the Business or an Acquired Asset is not obtained prior to Closing, the Parties shall in good faith effectuate to the extent reasonably practicable such arrangements as are necessary to put the Parties in as close an economic position as commercially practicable to that which the Parties would have been in had consents been obtained (in each case, an “Alternative Arrangement”). The Parties hereby acknowledge and agree that any Alternative Arrangement would require, among other things, (i) the Seller to remain subject to its obligations under any Business Contract or Permit with respect to which a consent to assignment is required under the applicable Business Contract or Permit but has not been delivered, (ii) executing the Parent to promptly reimburse the Sellers for any and delivering all costs, expenses or losses, including reasonable attorneys’ fees, incurred by the Sellers as a result of the Sellers’ taking, at the request of the Parent or Purchasers, as the case may be, legal or other action on behalf of or for the benefit of the Parent or Purchasers with respect to such other documents, instruments contracts or as a result of the Parent’s or a Purchaser’s failure to perform the Sellers’ obligations under such contracts arising on or after the Closing and agreements as to indemnify the Sellers for any party hereto shall reasonably requestLosses relating to the Parent’s or Purchasers’ failure to so perform, and (iii) taking all reasonable steps the Sellers to remit to the Parent or Purchasers, as the case may be necessary to obtain all such material consentsbe, waivers, licenses, registrations, permits, authorizations, tax rulings, orders and approvals. Notwithstanding any payments or refunds received by the foregoingSellers from any party under the applicable Business Contract or Permit, in no event shall any party have any obligationeach of the cases described in clauses (i)-(iii), in order to consummate the transactions contemplated hereby, to (a) take any action(s) that would result all in a material adverse change in manner consistent with the benefits purposes and intent of this Agreement. If and when any such consent shall be obtained, the Sellers shall promptly transfer or assign, as applicable, such Business Contract or Permit to the Company on Parent or Purchasers, as the one hand or case may be, without payment of consideration. (c) Subject to Red Mountain on the other terms of this Agreement, or (b) dispose of no Party hereto shall take any material assets or make any material change in action after the Company’s business other than as contemplated by this Agreementdate hereof that could reasonably be expected to materially delay the obtaining of, or (c) expend result in not obtaining, any material amount of funds permission, approval or otherwise incur consent from any material burden Governmental Authority or other than those contemplated by this AgreementPerson required to be obtained prior to Closing.

Commercially Reasonable Best Efforts. (a) Subject to Section 6.01(b), the terms Company and conditions hereof, Parent shall each party will cooperate with the other and use (and shall cause their respective Subsidiaries to use) their respective commercially reasonable best efforts to take, promptly (i) take or cause to be takentaken all necessary actions, all actions and to do, do or cause to be donedone all things, all things necessary, proper or advisable under applicable laws this Agreement and the Ancillary Documents and Applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement Merger and the Transactions as promptly soon as practicable, including (i) including, without limitation, preparing and filing as promptly as practicable and fully all documentation to effect all necessary applicationsfilings, notices, petitions, filingsstatements, tax ruling requests registrations, submissions of information, applications and other documents and to (including, without limitation, any required filings under the HSR Act, the EC Merger Regulations or any other Foreign Competition Laws), (ii) obtain as promptly as practicable all approvals, consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings authorizations and authorizations necessary or advisable other confirmations required to be obtained from any Person and/or any Governmental Authority in order Third Party necessary, proper or advisable to consummate any of the transactions contemplated by this Agreement, (ii) executing Merger and delivering such other documents, instruments and agreements as any party hereto shall reasonably requestthe Transactions, and (iii) taking all reasonable steps as may be necessary the defending of any Proceedings brought by a Third Party (other than a Governmental Body) challenging this Agreement or the Transactions, including, when reasonable, seeking to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, tax rulings, orders and approvals. Notwithstanding the foregoing, in no event shall any party have any obligationstay or temporary restraining order or injunction entered by any court, governmental or regulatory authority vacated or reversed; and (iv) execute and deliver such documents, certificates and other papers as a Party may reasonably request to evidence the other Party’s satisfaction of its obligations hereunder. Subject to Applicable Laws relating to the exchange of information and subject to all applicable privileges (including without limitation the attorney-client privilege) and in order addition to consummate Section 6.01(c), the transactions Parties shall have the right to review in advance, and, to the extent practicable, each will consult the other on, all the information relating to the Company and its Subsidiaries or Parent and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any Third Party and/or any Governmental Body in connection with the Merger and the Transactions, provided, however, that Parent shall not be required to agree to any divestiture by Parent or Parent’s Subsidiaries or Affiliates of shares of capital stock or of any business, assets or property of Parent or its Subsidiaries or Affiliates or the imposition of any material limitation on the ability of any of them to conduct their businesses in the Ordinary Course of Business or to own or exercise control of such assets, properties and stock, and Parent shall have the option of terminating this Agreement any time after such written request is formally made by any Governmental Body; and provided, further, that in the event the government of the United States, any State thereof or the European Union initiates any legal action or other proceeding seeking (1) to enjoin all or any material portion of the Merger or the Transactions, (2) relief that would prevent the Parties from consummating any material portion of the Merger or the Transactions or (3) relief that would have any Material Adverse Effect on Parent or any of its Subsidiaries or Affiliates, Parent shall not be required to litigate or defend any such action or proceeding and Parent shall have the option of terminating this Agreement at any time thereafter upon written notice to the Company pursuant to Section 9.01 after such action or proceeding is initiated. (b) Without limiting Section 6.01(a), each Party shall: (i) use its commercially reasonable best efforts to avoid the entry of, or to have vacated or terminated, any Order that would restrain, prevent or delay the Closing or any Transaction contemplated hereby, including, without limitation, defending through litigation or arbitration on the merits any claim asserted in any court by any Person; and (ii) use its commercially reasonable best efforts to avoid or eliminate each and every impediment under the HSR Act, EC Merger Regulations or any other Foreign Competition Laws that may be asserted by any Governmental Body with respect to the Merger and the Transactions related thereto so as to enable the Closing to occur as soon as reasonably possible; (ac) take Each Party shall keep the other Party reasonably apprised of the status of matters relating to the completion of the Merger and the Transactions and work cooperatively in connection with obtaining all required approvals or consents of any action(sGovernmental Body (whether domestic, foreign or supranational). In that regard, each Party shall without limitation, but subject in each case to Applicable Laws and to all applicable privileges (including without limitation the attorney-client privilege): (i) that would result promptly notify the other Party of, and if in a material adverse change writing, furnish the other Party with copies of (or, in the benefits case of material oral communications, advise the other orally of) any communications from or with any Governmental Body with respect to the Company on Merger and the one hand or to Red Mountain on Transactions, (ii) permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed written (or any material proposed oral) communication with any such Governmental Body, (iii) not participate in any meeting with any such Governmental Body unless it consults with the other Party in advance and to the extent permitted by such Governmental Body gives the other the opportunity to attend and participate thereat, (iv) furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Body with respect to this Agreement, the Ancillary Documents, the Merger and the Transactions, and (v) furnish the other Party with such necessary information and reasonable assistance as Parent or (b) dispose the Company may reasonably request in connection with its preparation of necessary filings or submissions of information to any material assets or make any material change in the Company’s business other than as contemplated by this Agreement, or (c) expend any material amount of funds or otherwise incur any material burden other than those contemplated by this Agreementsuch Governmental Body.

Commercially Reasonable Best Efforts. (a) Subject to the terms and conditions hereofof this Agreement, each party Party will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws promptly to consummate the Merger and the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each Party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use its commercially reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 6.3 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (b) Each of Parent and the Company shall, in connection with the efforts referenced in Section 6.3(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement as promptly as practicableunder the HSR Act or any other Antitrust Law, including (i) preparing use its commercially reasonable best efforts to cooperate in all respects with each other in connection with any filing or submission and filing as promptly as practicable in connection with any investigation or other inquiry, including any proceeding initiated by a private party; and (ii) keep the other Party informed in all documentation to effect all necessary applicationsmaterial respects of any material communication received by such Party from, noticesor given by such Party to, petitionsthe Federal Trade Commission (the "FTC"), filingsthe Antitrust Division of the Department of Justice (the "DOJ") or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary or advisable to be obtained from any Person and/or any Governmental Authority in order to consummate each case regarding any of the transactions contemplated by this Agreement, (ii) executing and delivering such other documents, instruments and agreements as any party hereto shall reasonably request, and (iii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, tax rulings, orders and approvalshereby. Notwithstanding the foregoing, in no event shall any party have any obligation, in order to consummate the transactions contemplated hereby, to (a) take any action(s) that would result in a material adverse change in the benefits to the Company on the one hand or to Red Mountain on the other For purposes of this Agreement, "Antitrust Law" means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, thx Xxxxxal Trade Commission Acx, xx xmended, and all other Laws (including other national merger control laws or (bforeign investment regulations) dispose that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of any material assets monopolization or make any material change in the Company’s business other than as contemplated by this Agreement, restraint of trade or (c) expend any material amount lessening of funds competition through merger or otherwise incur any material burden other than those contemplated by this Agreementacquisition.

Commercially Reasonable Best Efforts. Subject to Upon the terms and subject to the conditions hereofset forth in this Agreement, each party will of the parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the transactions contemplated by this Agreement as promptly as most expeditious manner practicable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary or advisable to be obtained from any Person and/or any Governmental Authority in order to consummate any of the transactions contemplated by this Agreement, including using commercially reasonable best efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) executing the obtaining of all necessary actions or nonactions, waivers, consents and delivering such other documentsapprovals from Governmental Bodies and the making of all necessary registrations and filings (including filings with Governmental Bodies, instruments if any) and agreements as any party hereto shall reasonably request, and (iii) the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Body, including all such material Required Consents, (iii) the obtaining of all necessary consents, waiversapprovals, licensesreleases or waivers from Third Parties, registrationsincluding all Required Consents, permits(iv) the defending of any lawsuits or other legal proceedings, authorizationswhether judicial or administrative, tax rulingschallenging this Agreement or the consummation of the transactions contemplated hereby, orders and approvals. Notwithstanding the foregoing, in no event shall any party including seeking to have any obligationstay or temporary restraining order entered by any Governmental Body vacated or reversed, in order and (v) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated herebyby and to fully carry out the purposes of, to (a) take any action(s) that would result in a material adverse change in this Agreement and the benefits to the Company on the one hand or to Red Mountain on the other of this Agreement, or (b) dispose of any material assets or make any material change in the Company’s business other than as contemplated by this Agreement, or (c) expend any material amount of funds or otherwise incur any material burden other than those contemplated by this AgreementCollateral Agreements.

Commercially Reasonable Best Efforts. Subject to the terms and conditions hereofSection 5.8(d), each party will of Parent and Buyer shall, and shall cause their respective Subsidiaries to, use commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, the transactions contemplated by this Agreement as promptly as practicable, including Sale including: (i) preparing and filing as promptly soon as practicable after the date hereof all documentation Governmental Filings required to effect be filed to consummate the Sale and the taking of such actions as are necessary to obtain any requisite Governmental Filings from any Governmental Entity and any required approvals, consents or authorizations from any other third party with respect to the Sale, (ii) obtaining all necessary applicationsGovernmental Filings from, noticesand providing notices to, petitionsGovernmental Entities and providing required notices to, filingsor obtaining any material consents to assignment of any Business Assets from, tax ruling requests any applicable third parties, including all notices to be provided to the FDA, if any, and including providing any further information as may be required by such Governmental Entity or third party with respect to the Sale and (iii) the execution and delivery of any additional instruments required by applicable Law necessary to consummate the Sale. (a) Parent and Buyer each shall, upon request by the other, furnish the other documents with all information concerning itself, its Subsidiaries, Affiliates, directors, officers, partners and to obtain shareholders and such other matters as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations may be reasonably necessary or advisable to be obtained from any Person and/or in connection with the Sale or any Governmental Authority Filing made by or on behalf of Buyer, Parent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Sale. (b) Each of Parent and Buyer shall keep the other reasonably apprised of the status of matters relating to the completion of the Sale. In that regard, each Party shall: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of material oral communications, advise the other orally of) any significant communications from or with any Governmental Entity or other third party with respect to the Sale, (ii) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication with any such Governmental Entity or other third party with respect to the Sale and (iii) to the extent practical and subject to applicable legal limitations and the instructions of any Governmental Entity, not participate in any meeting with (A) any Governmental Entity with respect to the Sale and (B) any third party (excluding Governmental Entities) with respect to any material consent, approval or waiver in connection with the Sale, in each case, unless it consults with the other Party in advance and, to the extent permitted by such Governmental Entity or other third party, as applicable, gives the other Party the opportunity to attend and participate thereat. (c) Without limiting the generality of the foregoing: (i) Subject to Section 5.8(d), Buyer shall and, shall cause its Subsidiaries and Affiliates to promptly take any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under antitrust Laws that may be required by any Governmental Entity, so as to enable the Parties to cause the Closing to occur as soon as practicable; and (ii) Subject to Section 5.8(d), if any objections are asserted with respect to the Sale under antitrust Laws or if any Action, whether judicial or administrative, is instituted by any Governmental Entity or any private party challenging the Sale as violative of antitrust Laws, each of the Parties hereto shall cooperate with one another and use its commercially reasonable best efforts to: (A) oppose or defend against any Action to prevent or enjoin consummation of the Sale and/or (B) take such action as necessary to overturn any Action by any Government Entity or private party to block consummation of the Sale, including by defending any Action brought by any Governmental Entity or private party in order to consummate avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Law or order (whether temporary, preliminary or permanent) that would restrain, prevent or delay the Sale, or in order to resolve any such objections or challenge as such Governmental Entity or private party may have to such transactions under such Laws so as to permit consummation of the transactions contemplated by Sale. (d) Notwithstanding anything to the contrary in this Agreement, (iii) executing and delivering such neither Buyer nor any of its Subsidiaries shall be required to divest, hold separate or license any of their respective businesses, operations, product lines, properties or assets, or to take or agree to take any other documents, instruments and agreements as action or agree to any party hereto shall reasonably requestlimitation that would have an adverse effect on Buyer or any Subsidiary of Buyer or on Buyer combined with the Company, and (iiiii) taking all reasonable steps as may the Company shall not be necessary permitted to obtain all such material consentsdivest, waivershold separate or license any of its businesses, licensesoperations, registrationsproduct lines, permitsproperties or assets, authorizations, tax rulings, orders and approvals. Notwithstanding the foregoing, in no event shall any party have any obligation, in order or to consummate the transactions contemplated hereby, take or agree to (a) take any action(s) other action or agree to any limitation that would result in a material have an adverse change in the benefits to the Company effect on the one hand or to Red Mountain on the other of this Agreement, or (b) dispose of any material assets or make any material change in the Company’s business other than as contemplated by this Agreement, or (c) expend any material amount of funds or otherwise incur any material burden other than those contemplated by this Agreement.

Commercially Reasonable Best Efforts. Subject to Upon the terms and subject to the conditions hereofset forth in this Agreement, each party will of the parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws to consummate and regulations make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, CDSI and its board of directors, and SG Blocks and its board of directors, shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement as promptly as practicable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary or advisable to be obtained from any Person and/or any Governmental Authority in order to consummate any of the transactions contemplated by this Agreement, (ii) executing use its commercially reasonable best efforts to enable the Merger and delivering such the other documents, instruments and agreements as any party hereto shall reasonably request, and (iii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, tax rulings, orders and approvals. Notwithstanding the foregoing, in no event shall any party have any obligation, in order to consummate the transactions contemplated hereby, by this Agreement to (a) take any action(s) that would result in a material adverse change in the benefits to the Company be consummated as promptly as practicable on the one hand or to Red Mountain on the other of this Agreement, or (b) dispose of any material assets or make any material change in the Company’s business other than as terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require CDSI or SG Blocks to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or (c) expend the imposition of any material amount limitation on the ability of funds any of them to conduct their business or otherwise incur any material burden other than those contemplated by this Agreementto own or exercise control of such assets, properties and stock.

Commercially Reasonable Best Efforts. Subject to Upon the terms and subject to the conditions hereofset forth in this Agreement, each party will of the parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws to consummate and regulations make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable best efforts to accomplish the following: (i) taking all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, other than Section 6.3(j), for which Holdco must take all acts necessary to cause this condition to be satisfied, (ii) obtaining all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, including, with respect to Bendon, the consents referred to in Schedule 2.5 hereto and, with respect to Naked, the consents referred to in Schedule 3.5 hereto, (iv) providing suitably knowledgeable directors, officers, employees and other Persons to attend and, if requested by Naked, to participate in “road shows” that are to be presented to Naked’s security holders and other individuals or entities interested in acquiring Naked’s securities; (v) defending any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (vi) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Naked and its board of directors and Holdco, Bendon and their respective boards of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement as promptly as practicable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary or advisable to be obtained from any Person and/or any Governmental Authority in order to consummate any of the transactions contemplated by this Agreement, (ii) executing use its commercially reasonable best efforts to enable the Merger and delivering such the other documents, instruments and agreements as any party hereto shall reasonably request, and (iii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, tax rulings, orders and approvals. Notwithstanding the foregoing, in no event shall any party have any obligation, in order to consummate the transactions contemplated hereby, by this Agreement to (a) take any action(s) that would result in a material adverse change in the benefits to the Company be consummated as promptly as practicable on the one hand or to Red Mountain on the other of this Agreement, or (b) dispose of any material assets or make any material change in the Company’s business other than as terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Naked, Holdco, Bendon or their respective Subsidiaries to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, material assets or property, or (c) expend the imposition of any material amount limitation on the ability of funds any of them to conduct their business or otherwise incur any material burden other than those contemplated by this Agreementto own or exercise control of such assets, properties and stock.

Commercially Reasonable Best Efforts. Subject to (a) Upon the terms and subject to the conditions hereofset forth in this Agreement (including those contained in this Section 6.06), each party will of the parties hereto shall, and shall cause its Subsidiaries to, use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper proper, or advisable under applicable laws and regulations to consummate and make effective, and to satisfy all conditions to, as promptly as reasonably practicable (and in any event no later than the End Date), the Merger and the other transactions contemplated by this Agreement as promptly as practicableAgreement, including including: (i) preparing and filing as promptly as practicable all documentation to effect the obtaining of all necessary applicationsConsents, noticeswaivers, petitionsand actions or nonactions from a Governmental Authority and the making of all necessary registrations, filings, tax ruling requests and other documents notifications (including filings with a Governmental Authority) and the taking of all steps as may be necessary to obtain a Consent from, or to avoid an Action or Order prohibiting or seeking to prohibit the transactions contemplated hereby, any a Governmental Authority; (ii) the obtaining of all necessary consents or waivers from third parties; and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to obtain fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly: (A) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii), and (iii) immediately above; and (B) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as promptly as practicable all consentsthe case may be, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary or advisable to be obtained of any communication from any Person and/or any Governmental Authority in order to consummate regarding any of the transactions contemplated by this Agreement. If the Company, on the one hand, or Parent or Merger Sub, on the other hand, receives a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Authority, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Authority in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. Neither Parent nor the Company shall commit to or agree (or permit any of their respective Subsidiaries to commit to or agree) with any Governmental Authority to stay, toll, or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld, conditioned, or delayed). (b) Without limiting the generality of the undertakings pursuant to 0 hereof, the parties hereto shall: (i) provide or cause to be provided as promptly as reasonably practicable to a Governmental Authority with jurisdiction over the Antitrust Laws (each such Governmental Authority, a “Governmental Antitrust Authority”) information and documents requested by any Governmental Antitrust Authority as necessary, proper, or advisable to permit consummation of the transactions contemplated by this Agreement, including preparing and filing any notification and report form and related material required under the HSR Act and any additional consents and filings under any other Antitrust Laws as promptly as practicable following the date of this Agreement (provided, that in the case of the filing under the HSR Act, such filing shall be made within twenty (20) Business Days of the date of this Agreement) and thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the HSR Act or any other applicable Antitrust Laws; and (ii) executing and delivering subject to the terms set forth in Section 6.06(c) hereof, use their commercially reasonable best efforts to take such other documents, instruments and agreements actions as any party hereto shall reasonably request, and (iii) taking all reasonable steps as may be are necessary or advisable to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, tax rulings, orders and approvals. Notwithstanding prompt approval of the foregoing, in no event shall any party have any obligation, in order to consummate consummation of the transactions contemplated hereby, by this Agreement by any Governmental Authority or expiration of applicable waiting periods. (c) In the event that any administrative or judicial action or proceeding is instituted (or threatened to (abe instituted) take by a Governmental Authority or private party challenging the Merger or any action(s) that would result in a material adverse change in the benefits to the Company on the one hand or to Red Mountain on the other of this Agreement, or (b) dispose of any material assets or make any material change in the Company’s business other than as transaction contemplated by this Agreement, or (c) expend any material amount other agreement contemplated hereby, the Company shall cooperate in all respects with Parent and Merger Sub and shall use its commercially reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any Order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of funds the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, none of Parent, Merger Sub, the Company, the Sole Stockholder or otherwise incur any material burden other than those of their respective Affiliates shall be required to defend, contest, or resist any Action or Order, whether judicial or administrative, or to take any action to have vacated, lifted, reversed, or overturned any Order, in connection with the transactions contemplated by this Agreement. (d) Notwithstanding anything to the contrary set forth in this Agreement, none of the Company, Parent, Merger Sub, or any of their respective Subsidiaries shall be required to, and the Company may not, without the prior written consent of Parent, become subject to, consent to, or offer or agree to, or otherwise take any Action or Order with respect to any requirement, condition, limitation, understanding or agreement to: (i) sell, license, assign, transfer, divest, hold separate, or otherwise dispose of any assets, business, or portion of business of the Company, the Surviving Company, Parent, Merger Sub, or any of their respective Subsidiaries; (ii) conduct, restrict, operate, invest, or otherwise change the assets, business, or portion of business of the Company, the Surviving Company, Parent, Merger Sub, or any of their respective Subsidiaries in any manner; or (iii) impose any restriction, requirement, or limitation on the operation of the business or portion of the business of the Company, the Surviving Company, Parent, Merger Sub, or any of their respective Subsidiaries.

Commercially Reasonable Best Efforts. Subject to (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each party will of the Parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the transactions contemplated by this Agreement as promptly as most expeditious manner practicable, the Merger and the other Transactions, including using commercially reasonable best efforts to accomplish the following: (i) preparing and filing as promptly as practicable the taking of all documentation reasonable acts necessary to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary or advisable cause the conditions precedent set forth in ARTICLE VI to be obtained from any Person and/or any Governmental Authority in order to consummate any of the transactions contemplated by this Agreementsatisfied, (ii) executing the obtaining of all necessary actions, waivers, consents, approvals, orders and delivering such other documentsauthorizations from Governmental Entities and the making of all necessary registrations, instruments declarations and agreements as any party hereto shall reasonably requestfilings (including registrations, declarations and (iiifilings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all such material consents, waiversapprovals or waivers from third parties required as a result of the Transactions, licensesincluding the consents referred to in Schedule 2.5 of the Company Schedule, registrations(iv) the defending of any suits, permitsclaims, authorizationsactions, tax rulingsinvestigations or proceedings, orders whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and approvals(v) the execution or delivery of any additional instruments reasonably necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. Notwithstanding In connection with and without limiting the foregoing, in no event shall Parent and its board of directors and the Company and its board of directors shall, if any party have any obligation, in order to consummate the transactions contemplated hereby, to (a) take any action(s) that would result in a material adverse change in the benefits state takeover statute or similar statute or regulation is or becomes applicable to the Company Merger, this Agreement or any of the Transactions, use its commercially reasonable best efforts to enable the Merger and the other Transactions to be consummated as promptly as practicable on the one hand or to Red Mountain on the other of this Agreement, or (b) dispose of any material assets or make any material change in the Company’s business other than as terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock. (b) Without limiting any of the foregoing, if required pursuant to the HSR Act, as promptly as practicable but in no event later than fifteen (15) Business Days after the Agreement Date, Parent and the Company (i) shall each prepare and file the notification required of it thereunder in connection with the Transactions, (ii) shall promptly and in good faith respond to all information requested of it by the Federal Trade Commission and Department of Justice in connection with such notification and otherwise cooperate in good faith with each other and such Governmental Entities, and (iii) shall each request early termination of any waiting period under the HSR Act. Parent and the Company shall (1) promptly inform the other of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Transactions and permit counsel to the other Party an opportunity to review in advance, and each Party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such Party to any Governmental Entity concerning the Transactions, (2) give the other prompt notice of the commencement of any action, suit, litigation, arbitration, proceeding or investigation by or before any Governmental Entity with respect to such transactions, and (3) keep the other reasonably informed as to the status of any such action, suit, litigation, arbitration, proceeding or investigation. Each Party agrees to provide, to the extent permitted by the applicable Governmental Entity, the other Parties and their counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such Party and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Entity, on the other hand, concerning or in connection with the Transactions; provided, no Party shall extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Entity without the written consent of the other Party. (c) expend Without limiting any material amount of funds the foregoing, if required pursuant to the DPA, each Party shall cooperate in good faith and use their commercially reasonable efforts to: (i) as promptly as practicable prepare and submit to the Committee on Foreign Investment in the United States, or any member agency thereof acting in its capacity as such (“CFIUS”), a declaration (the “CFIUS Declaration”) concerning the Merger and the other Transactions in accordance with the Defense Production Act of 1950, as amended (50 U.S.C. § 4565), and its implementing regulations located at 31 C.F.R. Parts 800, 802 (the “DPA”); (ii) after submitting the CFIUS Declaration, as promptly as practicable respond (and cause its respective Affiliates to respond) to any request for additional information, documents, or other materials from CFIUS no later than the time frame set forth in the DPA or within a longer time frame approved by CFIUS in writing, provided that any Party, after consultation with each such other Party, may request in good faith an extension of time pursuant to 31 C.F.R. § 800.403(a)(3) to respond to CFIUS requests for follow-up information, provided that under no circumstance may a party request any extension that would reasonably be expected to cause CFIUS to reject the CFIUS Declaration; and (iii) obtain CFIUS Approval as promptly as practicable after the date hereof. Such commercially reasonable efforts shall include promptly after the date hereof (1) participating (or directing its representatives to participate) in any informal pre-filing discussions with representatives of CFIUS; (2) drafting, coordinating, and submitting the declaration to CFIUS, including by allowing each such other Party to have an opportunity to review in advance and comment on drafts of filings and submissions, subject to redactions of information reasonably determined by such other Party to be business confidential; (3) informing each such other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. § 800.502(c)(5)(vi), any communications that are otherwise incur requested by CFIUS to remain confidential from each such other Party or information reasonably determined by such other Party to be business confidential; (4) permitting each other to review in advance any material burden written or oral communication that any Party gives to CFIUS, except for any communications that are requested by CFIUS to remain confidential from each such other than those contemplated Party or information reasonably determined by such Party to be business confidential, and reasonably consulting with each other Party in advance of any meeting, telephone call or conference with CFIUS, and to the extent not prohibited by CFIUS, giving each other Party the opportunity to attend and participate in any telephonic conferences or in-person meetings with CFIUS; (5) preparing for and attending any meetings with CFIUS; and (6) taking any other reasonably requested action in furtherance of CFIUS Approval. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, in the event that CFIUS notifies the Parties in writing that CFIUS has recommended or intends to recommend in a report that the President prohibit the Transactions (a “CFIUS Turndown”), Parent may, in its discretion, request a withdrawal of the CFIUS Declaration filed with CFIUS in connection with the CFIUS Approval, none of the Parties shall have any further obligation to seek CFIUS Approval and this Agreement may be terminated in accordance with Section 8.1. “CFIUS Approval” means, following the filing with CFIUS of a CFIUS Declaration, CFIUS issuing a written notification to the Parties that (w) CFIUS has concluded that none of the Transactions is a “covered transaction” subject to review under the DPA; (x) CFIUS has completed its assessment under the DPA of the Transactions in response to the CFIUS Declaration, determined that there are no unresolved national security concerns with respect to the Transactions, and advised that all action under the DPA has concluded with respect to the Transactions; (y) following CFIUS’ review under the DPA of the Transactions in response to the CFIUS Declaration and CFIUS’ request for the Parties to file a formal joint voluntary notice (“CFIUS Notice”), CFIUS has completed its review (or, if applicable, any investigation) under the DPA of the Transactions in response to the CFIUS Notice, determined that there are no unresolved national security concerns with respect to the Transactions, and advised that all action under the DPA has concluded with respect to the Transactions; or (z) CFIUS has sent a report to the President of the United States (the “President”) requesting the President’s decision with respect to the CFIUS Declaration and the President has either (I) announced a decision not to take any action to suspend, prohibit, or place any limitations on any of the Transactions or (II) the period under the DPA during which the President may announce a decision to take action to suspend, prohibit or place any limitations on the Transactions shall have expired.

Commercially Reasonable Best Efforts. Subject to (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each party will of the parties hereto shall, and shall cause each of its Subsidiaries to, use its commercially reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate the transactions contemplated by this Agreement Offer, and to consummate the Debt Exchange as promptly soon as practicable, including (i) preparing and filing as promptly as practicable all documentation to effect obtaining all necessary applicationsactions or non-actions, noticeswaivers, petitionsconsents, clearances and approvals from Governmental Entities required to be obtained by such party and the making of all necessary registrations and filings and the taking of all steps as may be necessary for such party to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) obtaining all consents, approvals or waivers from third parties, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, commenced against such party challenging this Agreement or the consummation of the Offer or the Debt Exchange, (iv) publicly supporting this Agreement, the Offer and the debt Exchange, (v) satisfying the Tender Offer Conditions and the Debt Exchange Conditions set forth in Article Six and (vi) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) The Purchaser shall file the Offer Documents required under applicable Law with the CNBV within 15 (fifteen) Business Days from the date of this Agreement. (c) Purchaser and the Company shall (i) promptly notify the other party of any communication to that party from any Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby; (ii) if practicable, permit the other party the opportunity to review in advance all the information relating to Purchaser or the Company, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and incorporate the other party’s reasonable comments; (iii) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation, or inquiry concerning this Agreement or the transactions contemplated herein unless such party consults with the other party in advance, and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend; and (iv) furnish the other party with copies of all correspondence, filings, tax ruling requests and written communications between them and their Subsidiaries and representatives, on the one hand, and any Governmental Entity or its respective staff, on the other documents hand, with respect to this Agreement and the transactions contemplated hereby, except that any materials concerning valuation of the transaction or internal financial information may be redacted. (d) Each of the parties will use its reasonable best efforts to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary Consents of any Governmental Entity or advisable any other Person required to be obtained from by such party in connection with, and waivers of any Person and/or any Governmental Authority in order to consummate any Company Violations and Purchaser violations, as applicable, that may be caused by, the consummation of the transactions contemplated by this Agreement, (ii) executing and delivering such other documents, instruments and agreements as any party hereto shall reasonably request, and (iii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, tax rulings, orders and approvals. Notwithstanding the foregoing, in no event shall any party have any obligation, in order to consummate the transactions contemplated hereby, to (a) take any action(s) that would result in a material adverse change in the benefits to the Company on the one hand or to Red Mountain on the other of this Agreement, or (b) dispose of any material assets or make any material change in the Company’s business other than as contemplated by this Agreement, or (c) expend any material amount of funds or otherwise incur any material burden other than those contemplated by this Agreement.

Commercially Reasonable Best Efforts. (a) Subject to the terms and conditions hereofof this Agreement, each party will of the parties hereto shall cooperate with the other parties and use (and shall cause their respective Subsidiaries to use) their respective commercially reasonable best efforts promptly (i) to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessarythings, proper or advisable under applicable laws and regulations necessary to consummate and make effective, in the transactions contemplated by this Agreement as promptly as most expeditious manner practicable, the Contemplated Transactions, including (i) preparing and filing as promptly as practicable and fully all documentation to effect all necessary applicationsfilings, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, ordersstatements, registrations, submissions of information, applications and other documents, and (ii) to obtain all other Approvals and all approvals, consents, registrations, permits, tax rulings authorizations and other confirmations from any third Person necessary to consummate the Contemplated Transactions (including all such Approvals and all approvals, consents, registrations, permits, authorizations necessary and other confirmations listed on Schedules 3.3 and 3.4 except to the extent such Approvals or advisable third Person approvals, consents, registrations, permits, authorizations and other confirmations would cause the party obtaining the foregoing to waive or forfeit any of its rights hereunder or incur any additional Liabilities or material expenses, other than counsel fees and similar out-of-pocket expenses, and provided that Seller makes no assurances that that such Approvals, consents, registrations, permits, authorizations and other confirmations will be obtained from prior to the Closing. (b) Without limiting the provisions of the foregoing Section 5.2(a), at all times prior to the Closing Date, the Seller shall use its commercially reasonable best efforts to obtain the necessary approval, consent, ratification, waiver or other authorization of those third Persons to the Assignable Contracts required for the Seller’s assignment of the Contracts to the Buyer or to such third-Person as designated by the Buyer on the date hereof in Schedule 5.2(b), as determined in the Buyer’s sole discretion (the “Consents”). If there are any Person Assignable Contracts for which Consents have not been obtained, or otherwise are not in full force and effect, as of the Closing Date (the “Restricted Contracts”), the Buyer may elect, in the Buyer’s sole discretion, to have the Seller (i) continue its efforts to obtain such Consent for a period of sixty (60) days after Closing, or (ii) terminate the Assignable Contract, effective immediately prior to Closing, all of which shall be at Buyer’s sole risk and expense. (c) Each of the parties hereto shall use its commercially reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the Contemplated Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Contemplated Transactions, including any proceeding initiated by a private party, and (ii) keep the other party informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Contemplated Transactions. Subject to applicable Laws relating to the exchange or disclosure of information, each of the parties hereto shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to the other parties and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority in order connection with the Contemplated Transactions. Each party will provide counsel for the other party with copies of all filings and submissions made by such party and all correspondence between such party (and its advisors) with any Governmental Authority and any other information supplied by such party and such party’s Affiliates to consummate any a Governmental Authority or received from such Governmental Authority in connection with the Contemplated Transactions; provided, however, that neither party shall be obligated to provide such access or information if the providing party determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or jeopardize the protection of an attorney-client or other privilege. Each party shall have the right to attend conferences and meetings between the other party and regulators concerning the Contemplated Transactions to the extent permitted by applicable Law. (d) In furtherance and not in limitation of the transactions contemplated by covenants of the parties contained in this AgreementSection 5.2, (ii) executing and delivering such other documents, instruments and agreements as any party each of the parties hereto shall reasonably requestuse its commercially reasonable best efforts to resolve such objections, and (iii) taking all reasonable steps if any, as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, tax rulings, orders and approvals. Notwithstanding the foregoing, in no event shall any party have any obligation, in order to consummate the transactions contemplated hereby, to (a) take any action(s) that would result in asserted by a material adverse change in the benefits Governmental Authority or other Person with respect to the Company on the one hand or to Red Mountain on the Contemplated Transactions. Without limiting any other provision of this Agreement, the Buyer and the Seller shall each use its commercially reasonable best efforts to avoid or (b) dispose eliminate each and every impediment under any Law that may be asserted by any Governmental Authority with respect to the Contemplated Transactions so as to enable the consummation of the Contemplated Transactions to occur as soon as reasonably possible and in any material assets or make any material change in event no later than the Company’s business other than as contemplated by this Agreement, or (c) expend any material amount of funds or otherwise incur any material burden other than those contemplated by this AgreementWalk-Away Date.