Common use of Commercially Reasonable Efforts; Further Assurances Clause in Contracts

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each party (other than the Shareholders’ Representative) shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, to consummate and implement expeditiously each of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, Buyer and the Seller will each party (other than the Shareholders’ Representative) shall use its commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things efforts reasonably necessary or desirable under applicable Laws, or as reasonably requested by the other parties, Law to consummate and implement expeditiously each of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality In furtherance and not in limitation of Section 8.1(a7.01(a), Buyer and the Seller shall prepare and file with the FCC as soon as practicable but in no event later than five (5) Business Days after the date hereof the requisite applications (collectively, the “FCC Application”) and other necessary instruments or documents requesting the FCC Consent and thereupon prosecute the FCC Application with all reasonable diligence to obtain the requisite FCC Consent; provided, that, except as set forth in the following sentence, neither Buyer nor the Seller shall be required to pay consideration to any third party to obtain the FCC Consent. Buyer and the Seller shall each party hereto pay one-half (1/2) of the FCC filing fees relating to the transactions contemplated hereby, irrespective of whether the transactions contemplated by this Agreement are consummated. Buyer and the Seller shall each oppose any petitions to deny or other than objections filed with respect to the Shareholders’ RepresentativeFCC Application to the extent such petition or objection relates to such party. Except as set forth on Schedule 7.01, neither the Seller nor Buyer shall take any intentional action, or intentionally fail to take any action, which would reasonably be expected to materially delay the receipt of the FCC Consent. To the extent necessary, the Seller shall promptly enter into a tolling agreement or other arrangement if requested by the FCC with respect to any complaints regarding the FCC Licenses, and, subject to the indemnification obligation set forth in Section 12.03(a)(iii), Buyer shall accept liability in connection with any enforcement Action by the FCC with respect to such complaints as part of such tolling or other arrangement provided that it is understood and agreed that Buyer shall be entitled to indemnification from any such liability under Section 12.03(a)(iii) agrees toas if it were an Excluded Liability. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall cause have terminated this Agreement under Article XI, Buyer and the Seller shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of either party to exercise its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it rights under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation LawArticle XI. (c) Subject Within five (5) Business Days after the date of this Agreement, Buyer and the Seller shall make all required filings (if necessary) with the Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) pursuant to applicable Lawthe HSR Act, each with respect to the transactions contemplated hereby (including a request for early termination of the Company waiting period thereunder), and Purchaser agrees shall thereafter promptly respond to all requests received from such agencies for additional information or documentation. Expiration or termination of any applicable waiting period under the HSR Act is referred to herein as the “HSR Clearance”. Any filing fees payable under the HSR Act relating to the transactions contemplated hereby shall be borne one-half (1/2) by each the Buyer and the Seller. (d) In connection with the efforts referenced in Section 7.01(a), and Section 7.01(b), to obtain the FCC Consent and HSR Clearance (if necessary), Buyer and the Seller shall (i) cooperate and consult in all respects with the each other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications filing or filingssubmission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, and (iiiii) keep the other apprised party informed in a timely manner and in all material respects of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications any material communication received by such party from, or given by such party toparty, any third party to the FCC, FTC, DOJ or any other Governmental Authority (including the provision of copies of any pleadings, documents, or other communications exchanged with the FCC, FTC, DOJ or any other Governmental Authority) and the material non-confidential portions of any communications received or given by a private party with respect to such transactionsthis Agreement and the transactions contemplated hereby), (iviii) permit the other party to review and incorporate the other party’s reasonable comments in any material non-confidential portions of any communication given or to be given by it to the FCC, FTC, DOJ and any other Governmental Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation transactions contemplated hereby, and (iv) consult with each other in advance of and be permitted to attend any meeting or conference with, the FCC, FTC, DOJ or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, in each case regarding any of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to Upon the terms and subject to the conditions hereof (including without limitation, Sections 9.2 and 13.3), the Sellers and the Buyer each agree, and agree to cause each of this Agreementtheir respective Affiliates, each party (other than the Shareholders’ Representative) shall to use its their respective commercially reasonable efforts in good faith to take, take or cause to be taken, taken all actions and to do, or cause to be done, all things necessary necessary, proper or desirable under applicable Laws, or as reasonably requested by advisable to ensure that the other parties, conditions set forth in Articles VII and VIII are satisfied and to consummate and implement expeditiously each of make effective the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals Agreement and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver Related Documents insofar as such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreementmatters are within their respective control. (b) Without limiting Except as otherwise expressly provided for in this Agreement, the generality of Section 8.1(a)parties hereto shall provide such information and cooperate fully with each other in making such applications, each party hereto (filings and other than submissions which may be required or reasonably necessary in order to obtain all approvals, consents, authorizations, releases and waivers as may be required under this Agreement and the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make Related Documents as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable conditions to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Lawparties’ Closing obligations. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance Except as the other may reasonably request otherwise expressly provided for in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, the parties hereto shall promptly take all actions necessary to make each filing, including promptly furnishing the other with copies any supplemental filing, which either of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to them may be given by it to any Authority with respect to any filings required to be made with, make with any Governmental Agency as a condition to or action or nonactions, waivers, expirations or terminations consequence of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement or any Related Document. (d) On or prior to the Closing, the parties hereto shall execute and deliver to each other the Related Documents. (ve) The Sellers shall, to the extent reasonably practicablepermitted by applicable Law, consult use their commercially reasonable efforts to assist and cooperate with the other Buyer in advance making such arrangements as would permit the continued sales of alcoholic beverages by the Companies or Dover at the Resorts following the Closing and not participate in any meeting pending the issuance of a new liquor license to the Companies or discussion relating to Dover reflecting the transactions contemplated by this Agreement, either including assisting with transfer applications; and (ii) in person causing the transfer of other operational permits used in the conduct of the Companies’ and their respective Subsidiaries’ businesses, including explosive permits, food service licenses and permits, FCC permits, Public Utilities Commission permits and day care licenses. (f) ASC agrees to honor the existing agreements with the owners in the Resorts’ rental management programs with regard to reciprocal rights at other ASC ski resorts through the end of the 2006/2007 ski season, each of which are set forth on Section 9.5(f) of the Seller Disclosure Letter, and the Buyer agrees to cause the Companies to agree to honor existing agreements of ASC and its Affiliates with owners in the rental management programs at Other ASC Resorts with regard to reciprocal right at the Resorts through the end of the 2006/2007 ski season. (g) The Buyer agrees to cause the Companies to honor ASC’s obligations under ASC’s multi-resort passes, multi-resort single day tickets (known as “MeTickets”), Peaks Rewards Coupons and Mobil discount vouchers or coupons and single-day complimentary lift ticket vouchers (issued in accordance with past practices and at no significantly greater volume) through the end of the 2006/2007 ski season, as well as obligations arising in the 2006-07 ski season under ASC’s snow guaranty and season pass refund programs to customers who purchased their passes through one of the Resorts. ASC will collect the funds related to MeTickets, and regularly reimburse the Buyer for honoring such obligations in an amount equal to the face value of the MeTicket redeemed at the Resorts. The Buyer agrees to cause the Companies to honor ASC’s obligations under gift cards, Peaks Rewards Coupons and Mobil discount vouchers or coupons issued prior to the Closing, and ASC will regularly and promptly reimburse the Buyer for ASC issued gift cards, Peaks Rewards Coupons and Mobil discount vouchers or coupons to the extent redeemed at the Resorts after the Closing. Each of ASC and the Companies will provide access to their respective systems to the other parties to enable them to track the usage of such cards, tickets and passes. The manner of reimbursement and access described above shall be agreed upon in good faith by telephone, ASC and the Buyer. (h) Subject to compliance by the Sellers with any Authority proprietary rights, confidentiality or similar regulations or agreements, the Sellers shall transfer, or shall cause to be transferred, to each Company, at or prior to the Closing, all data and all right, title and interest to such data that relates exclusively to such Company and is maintained in connection with electronic format by ASC or any of its Affiliates, including, without limitation, marketing data and customer lists (including skiers and lodging guests) for the proposed transactions unless it gives past three years, and shall not retain any of such data for the use of ASC or for any other party the opportunity to attend and observereason; provided, however, in that the Sellers shall use their respective commercially reasonable efforts to transfer to each of clauses Company any such data that does not relate exclusively to such Company to the extent such data can be segregated from information relating to the Sellers or their Affiliates (iiiother than such Company) and that is not otherwise subject to a proprietary rights, confidentiality or similar agreement. (ivi) aboveTo the extent that, that materials may following the Closing, either Company shall not be redacted able to continue to use any of the licenses set forth on Section 9.5(i) of the Seller Disclosure Letter, the Sellers agree to use their commercially reasonable efforts (Aexcluding the payment of money or the delivery of any item of value) to remove references concerning assist such Company in replacing such licenses and/or to provide such Company with the valuation benefits of such party licenses (including allowing such Company to act as sub-licensee to the extent the underlying license permits). (j) The Buyer agrees to cause the Companies to honor ASC’s obligations under the partnership marketing arrangements set forth on Section 9.5(j) of the Seller Disclosure Letter. The parties agree to act in good faith to address any such marketing arrangements which continue beyond the 2006/2007 ski season. The Buyer agrees that ASC may, between execution of this Agreement and the Closing Date, continue to book reservations at the Hotels for the 2006/2007 ski season at discounted rates for use by ASC and/or its Affiliatesaffiliates for partnership marketing purposes. The Buyer agrees to cause the Company to honor such reservations for the 2006/2007 ski season, provided such reservations are made in a manner and volume and on terms substantially consistent with past practice. (Bk) as necessary The Sellers shall use their commercially reasonable efforts to comply obtain estoppel certificates, in form and substance reasonably satisfactory to the Buyer, from all third parties to the contracts listed on Section 9.5(k) of the Seller Disclosure Letter. (l) The Buyer agrees to cause the Companies to honor ASC’s obligations with contractual arrangements or applicable Lawsrespect to the ski passes described in Section 3.7(a) of the Seller Disclosure Letter, and (C) as necessary to address reasonable attorney-client cause any subsequent owner or other privilege or confidentiality concernsoperator of either Resort to assume such obligations in writing.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, Buyer and the Seller will each party (other than the Shareholders’ Representative) shall use its commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things efforts reasonably necessary or desirable under applicable Laws, or as reasonably requested by the other parties, Law to consummate and implement expeditiously each of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality In furtherance and not in limitation of Section 8.1(a7.01(a), each party hereto (other than the Shareholders’ Representative) agrees toBuyer, Lin Companies, and the Seller shall, and the Seller shall cause its respective Affiliates tothe LIN Companies, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrustMerger Agreement, competitionto, prepare and file with the FCC as soon as practicable but in no event later than five (5) Business Days after the date hereof the requisite applications (collectively, the “FCC Application”) and other necessary instruments or documents requesting the FCC Consent and thereupon prosecute the FCC Application with all reasonable diligence to obtain the requisite FCC Consent; provided, that, except as set forth in the following sentence, neither Buyer nor the Seller shall be required to pay consideration to any third party to obtain the FCC Consent. Buyer and the Seller shall each pay one-half (1/2) of the FCC filing fees relating to the transactions contemplated hereby, irrespective of whether the transactions contemplated by this Agreement are consummated. Buyer, Lin Companies, and the Seller shall, and the Seller shall cause the LIN Companies, pursuant to the Merger Agreement, to, each oppose any petitions to deny or other objections filed with respect to the FCC Application to the extent such petition or objection relates to such party. Except as set forth on Schedule 7.01, neither the Seller, Lin Companies, nor Buyer shall take any intentional action, or trade regulation Lawintentionally fail to take any action, which would reasonably be expected to materially delay the receipt of the FCC Consent. To the extent necessary, the Seller shall promptly enter into a tolling agreement or other arrangement if requested by the FCC with respect to any complaints regarding the FCC Licenses, and, subject to the indemnification obligation set forth in Section 12.03(a)(iii), Buyer shall accept liability in connection with any enforcement Action by the FCC with respect to such complaints as part of such tolling or other arrangement provided that it is understood and agreed that Buyer shall be entitled to indemnification from any such liability under Section 12.03(a)(iii) as if it were an Excluded Liability. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement under Article XI, Buyer and the Seller shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of either party to exercise its rights under Article XI. (c) Subject Within five (5) Business Days after the date of this Agreement, Buyer, Lin Companies, and the Seller shall, and the Seller shall cause the LIN Companies, pursuant to applicable Lawthe Merger Agreement, each to, make all required filings (if necessary) with the Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) pursuant to the HSR Act, with respect to the transactions contemplated hereby (including a request for early termination of the Company waiting period thereunder), and Purchaser agrees shall thereafter promptly respond to all requests received from such agencies for additional information or documentation. Expiration or termination of any applicable waiting period under the HSR Act is referred to herein as the “HSR Clearance”. Any filing fees payable under the HSR Act relating to the transactions contemplated hereby shall be borne one-half (1/2) by each the Buyer and the Seller. (d) In connection with the efforts referenced in Section 7.01(a), and Section 7.01(b), to obtain the FCC Consent and HSR Clearance (if necessary), Buyer, Lin Companies, and the Seller shall (i) cooperate and consult in all respects with the each other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications filing or filingssubmission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, and (iiiii) keep the other apprised party informed in a timely manner and in all material respects of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications any material communication received by such party from, or given by such party toparty, any third party to the FCC, FTC, DOJ or any other Governmental Authority (including the provision of copies of any pleadings, documents, or other communications exchanged with the FCC, FTC, DOJ or any other Governmental Authority) and the material non-confidential portions of any communications received or given by a private party with respect to such transactionsthis Agreement and the transactions contemplated hereby), (iviii) permit the other party to review and incorporate the other party’s reasonable comments in any material non-confidential portions of any communication given or to be given by it to the FCC, FTC, DOJ and any other Governmental Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation transactions contemplated hereby, and (iv) consult with each other in advance of and be permitted to attend any meeting or conference with, the FCC, FTC, DOJ or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, in each case regarding any of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this AgreementAgreement and applicable law, each party (other than of the Shareholders’ Representative) parties shall act in good faith and use its commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary necessary, proper or desirable under applicable Laws, or as reasonably requested by the other parties, advisable to consummate and implement expeditiously make effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall, and shall cause their respective Subsidiaries to, and the parties shall use commercially reasonable efforts to cause their (and their respective Subsidiaries') directors, officers, employees, agents, attorneys, accountants and representatives, to (i) consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the preliminary Proxy Statement, the Proxy Statement and the Registration Statement and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary in connection with the consummation of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and Agreement as soon as reasonably practicable; (iii) execute provide all such information concerning such party, its Subsidiaries and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute its officers, directors, employees, partners and deliver such other documents, certificates, agreements and other writings and take such other actions affiliates as may be necessary or desirable reasonably requested in order to consummate or implement expeditiously each connection with any of the transactions contemplated foregoing; (iv) avoid the entry of, or have vacated or terminated, any injunction, decree, order, or judgment that would restrain, prevent, or delay the consummation of the Merger, including but not limited to defending through litigation on the merits any claim asserted in any court by this Agreement. any Person; and (bv) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, take any and shall cause its respective Affiliates to, make as promptly as practicable any filings all reasonable steps necessary to avoid or notifications required to be made by it eliminate every impediment under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable law that is asserted by any Governmental Entity with respect to the appropriate Authority Merger so as to enable the consummation of the Merger to occur as expeditiously as possible. Prior to making any additional information application to or filing with a Governmental Entity or other entity in connection with this Agreement (other than filing under the HSR Act), each party shall provide the other party with drafts thereof and documentary material that may be requested by afford the other party a reasonable opportunity to comment on such Authority pursuant to the applicable antitrust, competition, or trade regulation Lawdrafts. (cb) Subject to applicable Law, each of the The Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) Bidder shall keep the other reasonably apprised of the status of matters relating to the completion of the transactions contemplated by this Agreementhereby, including promptly furnishing the other with copies of notices or other communications received by such party fromthe Bidder or the Company, as the case may be, or given by such party toany of their respective Subsidiaries, from any third party or and/or any Authority Governmental Entity with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

Commercially Reasonable Efforts; Further Assurances. (a) Parent and the Company shall use their commercially reasonable efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Section 6, as applicable to each of them. Each Party, at the reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary and consistent with this Agreement to effect the consummation of the Merger and other transactions contemplated by this Agreement. (b) Subject to the terms and conditions of this Agreementhereof, each party (other than the Shareholders’ Representative) shall Company and Parent agree to use its their respective commercially reasonable efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary necessary, proper or desirable under applicable Laws, or as reasonably requested by the other parties, advisable to promptly consummate and implement expeditiously each of make effective the Merger and other transactions contemplated by this Agreement, including using their respective commercially reasonable best efforts to efforts: (i) to obtain prior to the Closing Date all necessary actionslicenses, nonactionscertificates, waiverspermits, consents, approvals approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company or its Subsidiaries as are necessary for the consummation of the transactions contemplated hereby; (ii) to effect all necessary registrations and filings required by any Governmental Authority (in connection with which Parent and the Company shall cooperate with each other authorizations from in connection with the making of all applicable Authorities such registrations and filings, including providing copies of all such documents to the non-filing party and its advisors prior to the Effective Timetime of such filing and, if requested, will consider in good faith reasonable additions, deletions or changes suggested in connection therewith); (iii) to furnish to each other such information and assistance as reasonably may be requested in connection with the foregoing; and (iv) to lift, rescind or mitigate the effects of any injunction, restraining order or other ruling by a Governmental Authority adversely affecting the ability of any Party to consummate the Merger or other transactions contemplated hereby and to prevent, with respect to any threatened or such injunction, restraining order or other such ruling, the issuance or entry thereof. (c) Each of Parent and the Company (i) shall as promptly as practicable and in any event within ten (10) Business Days of the date hereof, make the filings required of such party or any Subsidiary under the HSR Act with respect to the transactions contemplated by this Agreement; (ii) agrees to use its commercially reasonable efforts to negotiate with the United States Federal Trade Commission, the United States Department of Justice and/or any other Governmental Authority in respect of such filings to prevent the issuance of any requests for additional information, documents or other materials under the HSR Act; provided that, (x) if such a request is about to be issued notwithstanding the parties’ efforts, the parties shall discuss the withdrawal and refiling of the filings to avoid an Action or proceeding the issuance of such a request and to enable the parties to continue to attempt to resolve the issues raised by any AuthorityGovernmental Authority in connection with the filings without the need to respond to any such request, and each of the parties shall have the option of withdrawal and refiling, and that, (y) if any such requests are nonetheless issued, to seek modification of same and comply at the earliest practicable date with respect thereto, as modified; and (iii) execute shall act in good faith and deliver reasonably cooperate with the other party in connection with any additional instruments necessary such filing and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under any antitrust Law (“Antitrust Laws”) with respect to consummate any such filing or any such transaction. To the extent not prohibited by Law, each party to this Agreement shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any Law in connection with the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each Each of the Company and Purchaser agrees to (i) cooperate and consult with Parent shall give the other reasonably prompt notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority regarding obtaining and making all notifications and any such filings with Authoritiesor any such transaction. None of the Company or any of its Subsidiaries, (ii) furnish to on the one hand, or Parent or any of its Subsidiaries, on the other hand, shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Authority in respect of any such information filings, investigation or other inquiry without giving the other prior notice (if practicable) of the meeting and assistance discussing with Parent or the Company, as the other case may reasonably request be, the advisability of Parent’s or the Company’s representatives, as the case may be, participating in connection with its preparation such meeting or conversation. Each of any notifications or filings, (iii) keep Parent and the other apprised Company shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the status of matters relating to notice periods under the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices HSR Act or other communications received by such party from, or given by such party to, any third party or any Authority Antitrust Laws with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and as promptly as possible after the execution of this Agreement. Notwithstanding the foregoing, nothing in this Section shall be deemed to require either Parent or the Company (vunless, in the case of the Company, Parent agrees thereto) to the extent reasonably practicabletake any action, consult with the other in advance of and not participate in or commit to take any meeting action, or discussion relating agree to the transactions contemplated by this Agreementany condition or restriction, either in person or by telephone, with any Authority in connection with obtaining the proposed transactions unless it gives foregoing consents, approvals and authorizations of Governmental Authorities and having theretofore used reasonable best efforts hereunder to avoid having to take, or to otherwise mitigate, any such action, make any such commitment or agree to any such condition or restriction that would reasonably be expected to have either a Company Material Adverse Effect or a material adverse effect on the other party the opportunity to attend and observe; providedbusiness, howeverassets, in each properties, prospects, results of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation operations or financial condition of such party Parent and its AffiliatesSubsidiaries (taken as a whole), (B) or that would result in a material limitation of the benefits expected to be derived by Parent as necessary to comply with contractual arrangements or applicable Laws, a result of the Merger and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernstransactions contemplated hereby.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to From and after the Execution Date, upon the terms and subject to the conditions of this Agreementhereof, each party (other than the Shareholders’ Representative) Seller shall use its commercially reasonable efforts to take, or cause to be taken, all actions appropriate action, and to do, do or cause to be done, all things necessary necessary, proper or desirable advisable under applicable Laws, or as reasonably requested by the other parties, Laws to consummate and implement expeditiously each of make effective the transactions contemplated by, and to satisfy the closing conditions of, this Agreement and the Merger Agreement as promptly as practicable, and, except to the extent permitted by Section 5.6 of the Merger Agreement, shall take no action that could reasonably be expected to impede, interfere with, delay, postpone or materially affect the transactions contemplated hereby or by the Merger Agreement or the likelihood of such transactions being consummated. Without limiting the foregoing but subject to the other terms of this Agreement, including using reasonable best efforts the parties hereto agree that, from time to (i) obtain all necessary actionstime, nonactionswhether before, waiversat or after the Closing Date, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) each of them will execute and deliver any additional deliver, or cause to be executed and delivered, such instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documentsof assignment, certificatestransfer, agreements and other writings and take such other actions conveyance, endorsement, direction or authorization as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to effective such transactions, (iv) permit . Buyer and Seller understand and agree that no person who is or becomes during the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery term of this Agreement and the consummation a director or officer of the transactions contemplated by MLP, MLP General Partner or General Partner Holdco makes any agreement or understanding pursuant to this Agreement and (v) to the extent reasonably practicableSection 4.4 in his or her capacity as such director or officer. Nothing in this Section 4.4 shall limit or affect any actions of any designee of Seller in his or her capacity as an officer or director of MLP, consult with the other in advance of and not participate in any meeting MLP General Partner or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsGeneral Partner Holdco.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, Buyer and the Seller will each party (other than the Shareholders’ Representative) shall use its commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things efforts reasonably necessary or desirable under applicable Laws, or as reasonably requested by the other parties, Law to consummate and implement expeditiously each of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality In furtherance and not in limitation of Section 8.1(a7.01(a), each party hereto (other than the Shareholders’ Representative) agrees toBuyer, LIN Companies, and the Seller shall, and the Seller shall use reasonable best efforts to cause its respective Affiliates toXxxxxxx and WTGS TV, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrustOption Exercise Agreement, competitionand the LIN Companies, pursuant to the Merger Agreement, to, prepare and file with the FCC as soon as practicable but in no event later than five (5) Business Days after the date hereof the requisite applications (collectively, the “FCC Application”) and other necessary instruments or documents requesting the FCC Consent and thereupon prosecute the FCC Application with all reasonable diligence to obtain the requisite FCC Consent; provided, that, except as set forth in the following sentence, neither Buyer nor the Seller shall be required to pay consideration to any third party to obtain the FCC Consent. Buyer and the Seller shall each pay one-half (1/2) of the FCC filing fees relating to the transactions contemplated hereby, irrespective of whether the transactions contemplated by this Agreement are consummated. Buyer, LIN Companies, and the Seller shall, and the Seller shall use reasonable best efforts to cause Xxxxxxx and WTGS TV, pursuant to the Option Exercise Agreement, and the LIN Companies, pursuant to the Merger Agreement, to, each oppose any petitions to deny or other objections filed with respect to the FCC Application to the extent such petition or objection relates to such party. Except as set forth on Schedule 7.01, neither the Seller, LIN Companies, nor Buyer shall take any intentional action, or trade regulation Lawintentionally fail to take any action, which would reasonably be expected to materially delay the receipt of the FCC Consent. To the extent necessary, the Seller shall, and use reasonable best efforts to cause Xxxxxx to, promptly enter into a tolling agreement or other arrangement if requested by the FCC with respect to any complaints regarding the FCC Licenses, and, subject to the indemnification obligation set forth in Section 12.03(a)(iii), Buyer shall accept liability in connection with any enforcement Action by the FCC with respect to such complaints as part of such tolling or other arrangement provided that it is understood and agreed that Buyer shall be entitled to indemnification from any such liability under Section 12.03(a)(iii) as if it were an Excluded Liability. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement under Article XI, Buyer and the Seller shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of either party to exercise its rights under Article XI. (c) Subject Within five (5) Business Days after the date of this Agreement, Buyer, LIN Companies, and the Seller shall, and the Seller shall use reasonable best efforts to applicable Lawcause Xxxxxxx and WTGS TV, each pursuant to the Option Exercise Agreement, and the LIN Companies, pursuant to the Merger Agreement, to, make all required filings (if necessary) with the Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) pursuant to the HSR Act, with respect to the transactions contemplated hereby (including a request for early termination of the Company waiting period thereunder), and Purchaser agrees shall thereafter promptly respond to all requests received from such agencies for additional information or documentation. Expiration or termination of any applicable waiting period under the HSR Act is referred to herein as the “HSR Clearance”. Any filing fees payable under the HSR Act relating to the transactions contemplated hereby shall be borne one-half (1/2) by each the Buyer and the Seller. (d) In connection with the efforts referenced in Section 7.01(a), and Section 7.01(b), to obtain the FCC Consent and HSR Clearance (if necessary), Buyer, LIN Companies, and the Seller shall (i) cooperate and consult in all respects with the each other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications filing or filingssubmission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, and (iiiii) keep the other apprised party informed in a timely manner and in all material respects of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications any material communication received by such party from, or given by such party toparty, any third party to the FCC, FTC, DOJ or any other Governmental Authority (including the provision of copies of any pleadings, documents, or other communications exchanged with the FCC, FTC, DOJ or any other Governmental Authority) and the material non-confidential portions of any communications received or given by a private party with respect to such transactionsthis Agreement and the transactions contemplated hereby), (iviii) permit the other party to review and incorporate the other party’s reasonable comments in any material non-confidential portions of any communication given or to be given by it to the FCC, FTC, DOJ and any other Governmental Authority with respect to this Agreement and the transactions contemplated hereby, and (iv) consult with each other in advance of and be permitted to attend any filings required to be made meeting or conference with, the FCC, FTC, DOJ or action any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, in each case regarding any of the transactions contemplated by this Agreement. (e) The Seller and Buyer shall cooperate with one another (a) in determining whether any Action by or nonactionsin respect of, waiversor filing with, expirations any Governmental Authority is required, or terminations of waiting periodsany Actions, clearancesconsents, consents approvals or orders waivers are required to be obtained fromfrom parties to any Assumed Contracts, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (vb) to the extent reasonably practicablein taking such actions or making any such filings, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority furnishing information required in connection with the proposed transactions unless it gives the other party the opportunity therewith and seeking timely to attend and observeobtain any such actions, consents, approvals or waivers; provided, howeverthat the Seller and Buyer shall not be required to pay consideration to obtain any such consent, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements approval or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernswaiver.

Commercially Reasonable Efforts; Further Assurances. (a1) Subject to the terms and conditions of this AgreementAgreement and applicable law, each party (other than of the Shareholders’ Representative) parties shall act in good faith and use its commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary necessary, proper or desirable under applicable Laws, or as reasonably requested by the other parties, advisable to consummate and implement expeditiously make effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall, and shall cause their respective Subsidiaries to, and the parties shall use commercially reasonable efforts to cause their (and their respective Subsidiaries') directors, officers, employees, agents, attorneys, accountants and representatives, to (i) consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the preliminary Proxy Statement, the Proxy Statement and the Registration Statement and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary in connection with the consummation of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and Agreement as soon as reasonably practicable; (iii) execute provide all such information concerning such party, its Subsidiaries and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute its officers, directors, employees, partners and deliver such other documents, certificates, agreements and other writings and take such other actions affiliates as may be necessary or desirable reasonably requested in order to consummate or implement expeditiously each connection with any of the transactions contemplated foregoing; (iv) avoid the entry of, or have vacated or terminated, any injunction, decree, order, or judgment that would restrain, prevent, or delay the consummation of the Merger, including but not limited to defending through litigation on the merits any claim asserted in any court by this Agreement. any Person; and (bv) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, take any and shall cause its respective Affiliates to, make as promptly as practicable any filings all reasonable steps necessary to avoid or notifications required to be made by it eliminate every impediment under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable law that is asserted by any Governmental Entity with respect to the appropriate Authority Merger so as to enable the consummation of the Merger to occur as expeditiously as possible. Prior to making any additional information application to or filing with a Governmental Entity or other entity in connection with this Agreement (other than filing under the HSR Act), each party shall provide the other party with drafts thereof and documentary material that may be requested by afford the other party a reasonable opportunity to comment on such Authority pursuant to the applicable antitrust, competition, or trade regulation Lawdrafts. (c2) Subject to applicable Law, each of the The Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) Bidder shall keep the other reasonably apprised of the status of matters relating to the completion of the transactions contemplated by this Agreementhereby, including promptly furnishing the other with copies of notices or other communications received by such party fromthe Bidder or the Company, as the case may be, or given by such party toany of their respective Subsidiaries, from any third party or and/or any Authority Governmental Entity with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

Commercially Reasonable Efforts; Further Assurances. (a) Parent and the Company shall use their commercially reasonable efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Section 7, as applicable to each of them. Each Party, at the reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or advisable and consistent with this Agreement to effect the consummation of the Merger and other Transactions. (b) Subject to the terms and conditions of this Agreementhereof, each party (other than the Shareholders’ Representative) shall Company and Parent agree to use its their respective commercially reasonable efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary necessary, proper or desirable under applicable Laws, or as reasonably requested by the other parties, advisable to promptly consummate and implement expeditiously each of make effective the transactions contemplated by this AgreementMerger and other Transactions, including using their respective commercially reasonable best efforts to efforts: (i) to obtain prior to the Closing Date all necessary actionslicenses, nonactionscertificates, waiverspermits, consents, approvals approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with the Company or its Subsidiaries as are necessary for the consummation of the Transactions; (ii) to effect all necessary registrations and filings required by any Governmental Entity (in connection with which Parent and the Company shall cooperate with each other authorizations from in connection with the making of all applicable Authorities such registrations and filings, including providing copies of all such documents to the non-filing party and its advisors prior to the Effective Timetime of such filing and, and (ii) avoid an Action if requested, will consider in good faith reasonable additions, deletions or proceeding by any Authority, and changes suggested in connection therewith); (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the each other such information and assistance as the other reasonably may reasonably request be requested in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, foregoing; and (iv) permit to lift, rescind or mitigate the effects of any injunction, restraining order or other ruling by a Governmental Entity adversely affecting the ability of any Party to consummate the Merger or the other party Transactions and to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority prevent, with respect to any threatened or such injunction, restraining order or other such ruling, the issuance or entry thereof. (c) Each of Parent and the Company (1) shall as promptly as practicable and in any event within twenty one (21) Business Days of the date hereof, make the filings required of such party or any Subsidiary under the HSR Act or European Community Merger Regulation (“ECMR”) with respect to the Transactions; (ii) agrees to use its commercially reasonable efforts to negotiate with the United States Federal Trade Commission, the United States Department of Justice, European Commission and/or any other Governmental Entity in respect of such filings to prevent the issuance of any requests for additional information, documents or other materials under the HSR Act or ECMR; provided that, (x) if such a request is about to be made withissued notwithstanding the parties’ efforts, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution the parties shall discuss the withdrawal and delivery of this Agreement and the consummation refining of the transactions contemplated filings to avoid the issuance of such a request and to enable the parties to continue to attempt to resolve the issues raised by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority Governmental Entity in connection with the proposed transactions unless it gives filings without the need to respond to any such request, and each of the parties shall have the option of withdrawal and refining, and that, (y) if any such requests are nonetheless issued, to seek modification of same and comply at the earliest practicable date with respect thereto, as modified; and (iii) shall act in good faith and reasonably cooperate with the other party in connection with any such filing and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any antitrust Law (“Antitrust Laws”) with respect to any such filing or any such transaction, including in connection with any proceeding initiated by a private party. To the opportunity extent not prohibited by Law, each party to attend this Agreement shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any Law in connection with the Transactions. Each of the Company and observe; providedParent shall give the other reasonably prompt notice of any communication with, howeverand any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such filings or any such transaction. None of the Company or any of its Subsidiaries, on the one hand, or Parent or any of its Subsidiaries, on the other hand, shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Entity in respect of any such filings, investigation or other inquiry without giving the other prior notice (if practicable) of the meeting and discussing with the other the advisability of it or its representatives participating in such meeting or conversation. Each of Parent and the Company shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to the Transactions as promptly as possible after the execution of this Agreement. Notwithstanding the foregoing, nothing in this Section shall be deemed to require either Parent or the Company (unless, in each the case of clauses (iii) and (iv) abovethe Company, that materials may be redacted (AParent requires as such) to remove references concerning take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the valuation foregoing consents, approvals and authorizations of Governmental Entities and having theretofore used reasonable best efforts hereunder to avoid having to take, or to otherwise mitigate, any such party action, make any such commitment or agree to any such condition or restriction that would reasonably be expected to have either a Company Material Adverse Effect or a Parent Material Adverse Effect, or that would result in a material limitation of the benefits expected to be derived by Parent as a result of the Merger and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsTransactions.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each party (other than the Shareholders’ Representative) Party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other partiesParties, to consummate and implement expeditiously each of the transactions contemplated by this Agreement, and to cause the conditions to the Merger set forth in Article II to be satisfied as promptly as reasonably practicable, including using all reasonable best efforts to accomplish the following as promptly as reasonably practicable: (i) obtain all necessary actions, nonactions, waivers, consents, approvals approvals, registrations, permits, orders, expirations, terminations of waiting periods and other authorizations confirmations from all applicable Authorities any Governmental Entity that are or may become necessary, proper or advisable in connection with the consummation of the transactions contemplated by this Agreement, including the Merger prior to the Effective Time, and (ii) the preparation and making of all registrations, filings, forms, notices, petitions, statements, submissions of information, applications and other documents (including filings with Governmental Entities) that are or may become necessary, proper or advisable in connection with the consummation of the transactions contemplated by this Agreement, including the Merger, (iii) the taking of all steps as may be necessary, proper or advisable to obtain an approval from, or to avoid an Action by, any Governmental Entity or other person in connection with the consummation of the transactions contemplated by this Agreement, including the Merger; (iv) the defending of any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or that would otherwise prevent or delay the consummation of the transactions contemplated by this Agreement, including the Merger, performed or consummated by each party in accordance with the terms of this Agreement, including seeking to have any stay, temporary restraining order or injunction entered by any court or other Governmental Entity vacated or reversed; (v) avoid an Action or proceeding by any AuthorityGovernmental Entity, and (iiivi) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties Parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a8.3(a), each party hereto (other than the Shareholders’ Representative) Party agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority Governmental Entity any additional information and documentary material that may be requested by such Authority Governmental Entity pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company Target and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority Governmental Entity with respect to such transactions, (iv) permit the other party to review and incorporate the other partyParty’s reasonable comments in any communication to be given by it to any Authority Governmental Entity with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority Governmental Entity in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority Governmental Entity in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to Upon the terms and subject to the conditions of this Agreementhereof, each party (the Seller and the Parent, on the one hand, and the Purchaser, on the other than the Shareholders’ Representative) shall hand, agree to use its commercially reasonable efforts Commercially Reasonable Efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, all things necessary necessary, proper or desirable under applicable Laws, or as reasonably requested by advisable to ensure that the other parties, conditions set forth in Articles VIII and IX are satisfied and to consummate and implement expeditiously make effective the transactions contemplated by this Agreement and the Related Documents (including without limitation, the preparation of supplemental indentures and other documents in connection with assumption of the Debentures, the Notes and the QUICS), insofar as such matters are within their respective control. (b) Except as otherwise expressly provided for in this Agreement, through the date which is 180 days after the Closing Date (i) each of the Purchaser and the Seller shall, and shall cause each of their respective Affiliates to, use Commercially Reasonable Efforts to obtain at the earliest practicable date, whether before or after the Closing Date, all consents required to be obtained by it for the performance of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals Agreement and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with AuthoritiesRelated Documents, (ii) furnish the Seller shall use Commercially Reasonable Efforts to obtain, whether before or after the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party toClosing Date, any third party amendments, novations, releases, waivers, consents or any Authority approvals with respect to such transactions, (iv) permit all outstanding Contracts of the other party Seller which are necessary either to review and incorporate cure any defaults thereunder existing immediately prior to the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, Closing Date or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and for the consummation of the transactions contemplated by this Agreement and the Related Documents, and (viii) each party hereto shall execute and deliver such instruments, certificates and other documents and take such other actions as any other party hereto may reasonably require in order to carry out this Agreement or any of the extent reasonably practicableRelated Documents and the transactions contemplated hereby and thereby; PROVIDED, consult HOWEVER, that (A) in obtaining any such amendments, novations, releases, waivers, consents or approvals, no party hereto shall, or shall permit any of its Affiliates to, agree to any amendment of any such instrument which imposes any obligation or liability on another party without the prior written consent of such other party, and (B) except as otherwise expressly provided by this Agreement, no party hereto shall be obligated to execute any guarantees or undertakings or otherwise incur or assume any expense or liability (other than for filing fees and similar costs required in connection with the purchase and sale of the Purchased Assets) in obtaining any such release, novation, approval, consent, authorization or waiver. (c) The Purchaser, on the one hand, and the Seller and the Parent, on the other hand, shall provide such information and cooperate fully with each other party hereto in advance of making such applications, filings and not participate other submissions which may be required or reasonably necessary in order to obtain all approvals, consents, authorizations and waivers as may be required from any meeting Governmental Agency or discussion relating to other third party in connection with the transactions contemplated by this AgreementAgreement and the Related Documents and shall promptly use Commercially Reasonable Efforts to make each such application, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client filing or other privilege or confidentiality concernssubmission, including without limitation, any supplemental filing.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party (other than the Shareholders’ Representative) Party shall use its commercially reasonable 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 necessary, proper or desirable advisable under applicable Laws, or as reasonably requested by the other parties, Law to consummate and implement expeditiously each of make effective, in the transactions contemplated by this Agreementmost expeditious manner practicable, including using the Contemplated Transactions. Each Party shall use its commercially reasonable best efforts to (i) as promptly as practicable, obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments Approvals necessary to consummate the transactions contemplated Contemplated Transactions, (ii) make all filings required by applicable Law required in connection with the authorization, execution and delivery of this Agreement. The parties hereto (other than Agreement by Buyer and Seller and the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each consummation by them of the transactions contemplated Contemplated Transactions, (iii) furnish all information required for any application or other filing to be made pursuant to any Law or any applicable Regulations of any Governmental Authority in connection with the Contemplated Transactions and all information reasonably requested by this Agreementany Governmental Authority in connection with the Contemplated Transactions, and (iv) obtain the expiration or termination of any applicable waiting period and any required clearances under the HSR Act or any applicable Foreign Competition Laws. (b) Without Subject to the terms and conditions herein provided and without limiting the generality foregoing, Seller and Buyer shall promptly (but in no event later than fifteen (15) days after the date hereof) make or cause their “ultimate parent entities,” as that term is defined in the HSR Act and the Regulation promulgated thereunder to make, in consultation and cooperation with the other Party, (i) an appropriate filing of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, a notification and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority report form pursuant to the HSR Act relating to the Contemplated Transactions and (ii) all other necessary registrations, declarations, notices and filings relating to the Contemplated Transactions with other Governmental Authorities under any applicable antitrust, competition, or trade regulation LawForeign Competition Laws. (c) Subject to applicable confidentiality restrictions or restrictions required by Law, each Buyer and Seller shall notify the other promptly upon the receipt of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation any comments or questions from any officials of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Governmental Authority in connection with execution any filings made pursuant to this Section 6.4 or the Contemplated Transactions and delivery (ii) any request by any officials of any Governmental Authority for amendments or supplements to any filings made pursuant to any Laws or Regulations of any Governmental Authority or answers to any questions, or the production of any documents, relating to an investigation of the Contemplated Transactions by any Governmental Authority. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Agreement Section 6.4, each Party will promptly inform the other of such occurrence and cooperate in filing promptly with the applicable Governmental Authority such amendment or supplement. Without limiting the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence (including any submissions and document productions) between such Party and any Governmental Authority relating to the Contemplated Transactions. The Parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 6.4 as “outside counsel only.” Such materials and the consummation information contained therein shall be given only to outside counsel of the transactions contemplated recipient and will not be disclosed by this Agreement and (v) such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the Party providing such materials. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Authority regarding the Contemplated Transactions shall include representatives of both Parties. Subject to applicable Law, the Parties will consult and cooperate with the each other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the proposed transactions unless it gives Contemplated Transactions by or on behalf of any Party. (d) Without limiting the foregoing, Buyer shall use reasonable best efforts to promptly take, in order to consummate the Contemplated Transactions by the End Date, all actions necessary to (i) secure the expiration or termination of any applicable waiting period and any required clearances under the HSR Act or any applicable Foreign Competition Laws and (ii) resolve any objections asserted with respect to the Contemplated Transactions raised by any Governmental Authority, and to prevent the entry of any court Order and to have vacated, lifted, reversed or overturned any Order that would prevent, prohibit, restrict, or delay the consummation of the Contemplated Transactions, including: (A) executing settlements, undertakings, consent decrees, stipulations, or other party agreements with any Governmental Authority, (B) selling, divesting, licensing, or otherwise conveying particular assets or categories of assets or businesses of Buyer, (C) agreeing to sell, divest, license, or otherwise convey any particular assets or categories of assets or businesses of Buyer contemporaneously with or subsequent to the opportunity Closing, and (D) permitting Seller to attend and observesell, divest, license, or otherwise convey any particular assets or categories of assets or businesses of the Company prior to the Closing; provided, however, that Buyer shall not be required to take any action that would be material to the business or financial condition of Buyer and its Subsidiaries, taken as a whole, or material to the business or financial condition of the Company. No actions taken pursuant to this Section 6.4 shall be considered for purposes of determining whether a Material Adverse Effect on the Company or Buyer has occurred. Buyer shall, in each consultation with Seller, respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Governmental Authority with respect to the Contemplated Transactions. (e) Buyer shall not, and shall cause its Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of clauses the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consents of any Governmental Authority necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period; (ii) materially increase the risk of any Governmental Authority seeking or entering an Order prohibiting the consummation of the Contemplated Transactions; (iii) and materially increase the risk of not being able to remove any such Order on appeal or otherwise; or (iv) abovematerially delay or prevent the consummation of the Contemplated Transactions. (f) The Parties shall use their commercially reasonable efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article 7, that materials as applicable to each of them, and to cause the Contemplated Transactions to be consummated in the most expeditious manner practicable. Each Party, at the reasonable request of another Party, shall promptly execute and deliver such other instruments and do and perform such other acts and things as may be redacted (A) to remove references concerning necessary or desirable for effecting completely the valuation consummation of such party this Agreement and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsthe Contemplate Transactions.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreementprovided herein, each party (other than of the Shareholders’ Representative) Company, Parent and Sub shall, and the Company shall cause each of its Subsidiaries to, cooperate and use its their commercially reasonable efforts to take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary necessary, proper or desirable under applicable Laws, or as reasonably requested by the other parties, advisable to consummate and implement expeditiously each make effective, in the most expeditious manner practicable, the Offer, and the other transactions contemplated hereby, including the satisfaction of the respective conditions set forth in the Article VII, and to make, or cause to be made, all filings necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using their commercially reasonable best efforts to (i) obtain obtain, all necessary actionslicenses, nonactions, waiversPermits, consents, approvals approvals, authorizations, qualifications and other authorizations from all applicable Authorities prior orders of Governmental Entities and parties to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of contracts with the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance its Subsidiaries as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the are necessary for consummation of the transactions contemplated by this Agreement and (v) to fulfill the conditions to the extent reasonably practicableOffer and the Scheme of Arrangement, consult with as the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observecase may be; provided, however, that no loan agreement or contract for borrowed money shall be repaid, in each of clauses (iii) and (iv) abovewhole or in part, that materials may be redacted (A) to remove references concerning the valuation of such party and except as currently required by its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Lawsterms, and (C) as necessary no contract shall be amended to address reasonable attorney-client increase the amount payable thereunder or other privilege otherwise to be more burdensome to the Company or confidentiality concernsany of its Subsidiaries in order to obtain any such consent, approval or authorization without first obtaining the written approval of Parent and Sub.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Royalty Purchase and Sale Agreement, each party (other than the Shareholders’ Representative) shall hereto will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, to consummate and implement expeditiously each of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary Applicable Laws to consummate the transactions contemplated by this Agreement. The parties hereto the Transaction Documents to which either Selling Party or the Purchaser, as applicable, is party, including to (i) perfect the Contribution, (ii) perfect, vest and maintain in the Purchaser consistent with the terms hereof good, valid and marketable rights and interests in and to the Subject Assets, free and clear of all Liens (other than the Shareholders’ RepresentativePermitted Liens), (iii) shall execute and deliver such other documents, certificates, instruments, agreements and other writings and to take such other actions as may be necessary necessary, or desirable reasonably requested by the other party hereto, in order to consummate or implement expeditiously each of the transactions contemplated by this Agreementany Transaction Document to which either Selling Party or the Purchaser, as applicable, is party, (iv) create, evidence and perfect the Purchaser’s back-up security interest granted pursuant to Section 2.1(e) (including the execution of a Control Agreement with respect to the Collection Account), and (v) enable the Purchaser to exercise or enforce any of the Purchaser’s rights under any Transaction Document to which either Selling Party or the Purchaser, as applicable, is party. (b) Without limiting The Selling Parties and the generality Purchaser shall cooperate and provide assistance as reasonably requested by a party hereto, at the expense of Section 8.1(a), each such party hereto (except as otherwise set forth herein), in connection with any litigation, arbitration, investigation or other than the Shareholders’ Representative) agrees proceeding (whether threatened, existing, initiated or contemplated prior to, and on or after the date hereof) to which such party hereto, any of its Affiliates or controlling persons or any of their respective officers, directors, equityholders, controlling persons, managers, agents or employees is or may become a party or is or may become otherwise directly or indirectly affected or as to which any such Persons have a direct or indirect interest, in each case relating to any Transaction Document, the Subject Assets or the transactions described herein or therein but in all cases excluding any litigation brought by a Selling Party (for itself or on behalf of any Seller Indemnified Party) against the Purchaser or brought by the Purchaser (for itself or on behalf of any Purchaser Indemnified Party) against a Selling Party; provided that nothing herein shall cause its respective Affiliates torequire the disclosure of any information that would impair the attorney-client privilege applicable thereto; provided, make as promptly as practicable further, that, the parties agree to take all such reasonable steps to allow for the disclosure of any filings such information in a manner that will not impair the attorney-client privilege, including entering into a joint defense agreement or notifications required other agreement with one another in order to be made by it under maintain the attorney-client privilege of any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional such information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Lawdisclosed. (c) Subject to applicable Law, each of Each Selling Party and the Company and Purchaser agrees to (i) cooperate and consult shall comply with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority Applicable Laws with respect to such transactionsthe Transaction Documents, the License Agreements, the Subject Assets and all ancillary agreements related thereto. (ivd) permit the Neither Selling Party shall enter into any contract, agreement or other party legally binding arrangement (whether written or oral), or grant any right to review and incorporate the any other party’s reasonable comments Person, in any communication case that would conflict with the Transaction Documents or the rights granted to be given by it to any Authority with respect to any filings required to be made withthe Purchaser hereunder or thereunder, or action or nonactionsimpair either Seller Party’s ability to perform its obligations under the Transaction Documents, waiversor, expirations or terminations of waiting periodsexcept as permitted hereby, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation impair any of the transactions contemplated by this Agreement Purchaser’s rights and (v) to remedies under the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsTransaction Documents.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each party (other than the Shareholders’ Representative) shall Buyer and Seller will use its their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, Applicable Laws to consummate and implement expeditiously each of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary actionsfilings, nonactionsnotices, waiverspetitions, consentsstatements, approvals registrations, submissions of information, applications and other authorizations from all applicable Authorities prior to the Effective Time, documents and (ii) avoid an Action obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or proceeding by any Authorityother third party that are necessary, and (iii) execute and deliver any additional instruments necessary proper or advisable to consummate the transactions contemplated by this Agreement. The ; provided that the parties hereto understand and agree that the commercially reasonable efforts of any party hereto shall not be deemed to include (i) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other than action (or otherwise agreeing to do any of the Shareholdersforegoing) with respect to any of its or the Company’s Subsidiaries or any of their respective Affiliates’ Representative) shall businesses, assets or properties. Seller and Buyer agree, and Seller, prior to the Closing, and Buyer, after the Closing, agree to cause the Company and each Subsidiary, to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each that such action shall not include any requirement of clauses Buyer, Seller or any of their respective Affiliates (iii) including the Company and (iv) above, that materials may be redacted (Athe Subsidiaries) to remove references concerning the valuation of such party expend money (other than incidental fees and its Affiliatesexpenses), commence or participate in any litigation or offer or grant any accommodation (Bfinancial or otherwise) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsany third Person.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement and except as otherwise set forth in this Agreement, each party (other than the Shareholders’ Representative) shall will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, to consummate laws and implement expeditiously each of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary regulations to consummate the transactions contemplated by this AgreementAgreement or the Ancillary Agreements. The parties hereto (other than the Shareholders’ Representative) shall Parent, Seller and Buyer each agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements and to vest in Buyer title to the Purchased Assets as provided herein and for Buyer to assume the Assumed Liabilities. (b) Seller and Parent hereby constitute and appoint, effective as of the Closing Date, Buyer and its successors and assigns as the true and lawful attorney of Parent and Seller with full power of substitution in the name of Buyer or in the name of Seller or Parent, but for the benefit of Buyer, except as otherwise contemplated hereby, (i) to collect for the account of Buyer any items of Purchased Assets and (vii) to institute and prosecute all proceedings which Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the extent reasonably practicablePurchased Assets, consult with and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets. Buyer shall be entitled to retain for its account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof. (c) Seller and Parent agree promptly to deliver to Buyer all mail, packages or other communications addressed to Seller or Parent, which are related to the Business and unrelated to other businesses of Seller or Parent. Seller and Parent agree promptly to deliver to Buyer all payments or revenues related to the conduct of the Business after the Closing Date or any payments or revenues otherwise included in advance of the Purchased Assets and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person Business or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable LawsPurchased Assets, and (C) as necessary received directly or indirectly by Seller or Parent other than those exclusively relating to address reasonable attorney-client or other privilege or confidentiality concernsExcluded Assets.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each party (other than of the Shareholders’ Representative) shall parties to this Agreement will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, to consummate Laws and implement expeditiously each of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary regulations to consummate the transactions contemplated by this AgreementAgreement as promptly as is reasonably possible. The parties hereto (other than the Shareholders’ Representative) shall Sellers and Buyers each agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to vest in Buyers good and marketable title to the Purchased Assets. The Sellers shall use commercially reasonable efforts, at the Sellers’ own expense, to obtain any Consent required under Section 3.04. The Buyers agree to cooperate reasonably with the Sellers in obtaining such Consents. To the extent reasonably practicablethat the Sellers and the Buyers are unable to obtain any such Consents prior to the Closing (such consents, consult with the “Post-Closing Consents”), each of the Sellers and the Buyers, respectively, shall use commercially reasonable efforts to make or obtain (or cause to be made or obtained) as promptly as practicable all Post-Closing Consents. Buyers and Sellers each agree to use commercially reasonable efforts to assist the other in advance the collection of and not participate in any meeting or discussion relating accounts receivables that are related to the transactions contemplated by Business and are outstanding as of the Closing Date. In addition, should the parties not have effected a change in the legal name of the Sold Companies contemporaneous with the Closing, Buyer shall cause the legal name of each Sold Company to be changed as soon as commercially reasonable following the Closing (or the China Transfer or Malaysia Transfer, as applicable) to a legal name not using the word “Teradyne” or “TCS”, except as permitted under the Intellectual Property Assignment Agreement. For purposes of this Agreement, either the term “commercially reasonable efforts” shall not be deemed to require any Person to pay or commit to pay any amount to (or incur any obligation in person favor of) any Person from whom any consent or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials waiver may be redacted required (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements other than nominal filing or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsapplication fees).

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of set forth in this Agreement, each party (other than and to applicable Laws, during the Shareholders’ Representative) Pre-Closing Period, the Parties shall cooperate and use its their respective commercially reasonable efforts to take, or cause to be taken, all actions appropriate action (including executing and to delivering any documents, certificates, instruments and other papers that are necessary for the consummation of the transactions contemplated by this Agreement), and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, to consummate and implement expeditiously each of make effective, in the transactions contemplated by this Agreementmost expeditious manner practicable, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than No Party shall willfully take any action that would have the Shareholders’ Representative) shall execute and deliver such other documentseffect of delaying, certificates, agreements and other writings and take such other actions as may be necessary impairing or desirable impeding in order to consummate or implement expeditiously each any material respect the consummation of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees toThe Company shall use its commercially reasonable efforts, and the Buyer shall cause its respective Affiliates tocooperate in all reasonable respects with the Company, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law solicit and to supply as promptly as practicable obtain the consents of the Persons who are parties to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant Contracts listed on Section 5.1 of the Company’s Disclosure Letter prior to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observeClosing; provided, however, that no Party nor any of their Affiliates shall be required to pay or commit to pay any amount to (or incur any obligation in each of clauses (iiifavor of) and (iv) above, that materials any Person from whom any such consent may be redacted required (A) unless such payment is required in accordance with the terms of the relevant Contract requiring such consent). Any payment pursuant to remove references concerning the valuation of such party and its Affiliates, foregoing proviso shall be a Transaction Expense (B) which payment shall be treated as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsa Company Transaction Expense hereunder).

Commercially Reasonable Efforts; Further Assurances. (a) Subject to Each of the terms and conditions of this Agreement, each party (other than the Shareholders’ Representative) parties shall use its all commercially reasonable efforts to take, or cause to be taken, all actions and appropriate action to do, or cause to be done, all things necessary necessary, proper or desirable advisable under applicable Laws, Law or as reasonably requested by the other parties, otherwise to consummate and implement expeditiously each make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from all Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by promptly make all necessary filings, and thereafter make any Authorityother required submissions, with respect to this Agreement required under any applicable Law and (iii) execute have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is in effect and deliver any additional instruments necessary to consummate that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. In furtherance and not in limitation of the foregoing, the Stockholder Representative shall permit Acquiror a reasonable opportunity to participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement, the Merger or the other transactions contemplated hereby, and the Stockholder Representative shall not settle or compromise any such claim, suit or cause of action without Acquiror’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed). (b) The Company shall promptly give notice to the third parties set forth on Schedule 6.7(b) and the Company and Acquiror shall cooperate and use commercially reasonable efforts to obtain the consents required from such third parties (the “Required Consents”) in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Stockholder Representative and Acquiror agree that, in the event that any other consent, approval or authorization necessary or desirable to preserve for the Company any right or benefit under any lease, license, commitment or other Contract to which the Company is a party has not been obtained prior to Closing, the Stockholder Representative will cooperate with Acquiror in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. (c) From time to time after the Closing Date, and for no further consideration, each of the parties hereto (other than the Shareholders’ Representative) shall, and shall execute cause its Affiliates to, execute, acknowledge and deliver such other documentsassignments, certificatestransfers, agreements consents, assumptions and other writings documents and instruments and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of effective the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsAncillary Agreements.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each party (other than prior to the Shareholders’ Representative) Closing, the Purchaser and the SGA Parties shall use its use, and shall cause their Controlled Affiliates to use, commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, Law to consummate and implement expeditiously each of the transactions contemplated by this AgreementTransactions, including using reasonable best efforts to including: (i) obtain preparing and filing as promptly as practicable with any Governmental Authority or other third party all necessary actionsdocumentation to effect all material filings, nonactionsnotices, waiverspetitions, consentsstatements, approvals registrations, submissions of information, applications and other authorizations from all applicable Authorities prior documents necessary to consummate the Effective Time, Transactions and (ii) avoid an Action obtaining and maintaining all material approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or proceeding by any Authority, and (iii) execute and deliver any additional instruments other third party that are necessary to consummate the transactions contemplated Transactions; provided, however, that the Parties understand and agree that commercially reasonable efforts of any Party hereto or Affiliate thereof shall not be deemed to include (x) entering into a settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the Transactions, (y) divesting or otherwise holding separate (including by this Agreement. The parties hereto establishing a trust or otherwise), taking any other action (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order otherwise agreeing to consummate or implement expeditiously each do any of the transactions contemplated by this Agreementforegoing) with respect to any of its or any SGA Company’s or any of their respective Affiliates’ businesses, assets or properties or (z) requiring any Party to make financial concessions (e.g., fee reductions) to third parties or agreeing to any other structural or conduct relief or to litigate. (b) Without limiting The SGA Parties and the generality of Section 8.1(a)Purchaser shall cooperate reasonably with one another (i) in determining whether any action by or in respect of, each party hereto (other than the Shareholders’ Representative) agrees toor filing with, and shall cause its respective Affiliates toany Governmental Authority is required, make as promptly as practicable or any filings actions, consents, approvals or notifications waivers are required to be made by it under obtained from parties to any other applicable antitrustMaterial Contracts, competitionin connection with the consummation of the Transactions and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Lawwaivers. (c) Subject to As promptly as practicable (and in any event no later than the time required under applicable Law) following the Closing Date, each of the Company and Purchaser agrees to (i) cooperate and consult SGA shall file with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish SEC amendments to the other such information Form ADV of SGA, in form and assistance as the other may substance reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating acceptable to the completion of Purchaser (and SGA shall give the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect Purchaser a reasonable opportunity to such transactions, (iv) permit the other party comment on a draft thereof and to review and incorporate the other party’s have its reasonable comments reflected therein) and in any communication to be given by it to any Authority compliance with all applicable Laws. With respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery new Client after the date of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) prior to the extent reasonably practicabledate of such Form ADV amendment, consult SGA will provide each such new Client with the other in advance of and not participate in any meeting or discussion relating applicable Client Consent notification under Section 5.06 no later than the time that SGA provides its then-current Form ADV to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsclients.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to Each of the terms and conditions of this Agreement, each party (other than the Shareholders’ Representative) parties shall use its all commercially reasonable efforts to take, or cause to be taken, all actions and action to do, or cause to be done, all things necessary necessary, proper or desirable advisable under applicable Laws, Law or as reasonably requested by the other parties, otherwise to consummate and implement expeditiously each of make effective the transactions contemplated by this Agreementhereby as promptly as practicable, including using reasonable best efforts to (i) obtain from Governmental Authorities all necessary actions, nonactions, waivers, consents, approvals approvals, authorizations, qualifications and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments orders as are necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and for the consummation of the transactions contemplated by hereby, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Original Filing required under the HSR Act or any other applicable Law, (viii) to have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the extent reasonably practicable, consult with the other in advance consummation of and not participate in any meeting or discussion relating to the transactions contemplated by hereby, and (iv) cause any Holder that, immediately after the Effective Time, will (itself or together with its Affiliates) beneficially own more than 5% of the issued and outstanding shares of Parent Common Stock, to file standard passivity and anti-association commitments with the Federal Reserve Board. In furtherance and not in limitation of the foregoing, the Company shall permit Parent reasonably to participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement, either the Merger or the 60 other transactions contemplated hereby, and the Company shall not settle or compromise any such claim, suit or cause of action without Parent’s written consent. (b) The Company shall, and shall cause its Subsidiaries to, give promptly such notice to third parties and use commercially reasonable efforts to obtain such third party consents and estoppel certificates as set forth on Schedule 5.8(b). Parent shall cooperate with and assist the Company in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend giving such notices and observeobtaining such consents and estoppel certificates; provided, however, that Parent shall have no obligation to give any guarantee or other consideration of any nature in each connection with any such notice, consent or estoppel certificate or consent to any change in the terms of clauses any agreement or arrangement that Parent in its sole discretion may deem adverse to the interests of Parent or the Company or any of its Subsidiaries; provided, further, that the Company shall not be required to pay any consideration to any such third party in connection with any such notice, consent or estoppel certificate. (c) Notwithstanding anything herein to the contrary, Parent shall not be required by this Section 5.8 to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture of any assets of Parent, the Company or any of their respective Affiliates, (ii) limit Parent’s freedom of action with respect to, or its ability to consolidate and control, the Company and its Subsidiaries or any of their assets or businesses or any of Parent’s or its Affiliates’ other assets or businesses or (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsotherwise impose an Undue Burden.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each party (other than Parent and the Shareholders’ Representative) Company shall, and the Company shall cause its Subsidiaries to, use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, to consummate and implement expeditiously each of the transactions contemplated by this Agreement, including using its commercially reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, ; and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments reasonably necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be reasonably necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser Parent agrees to (i) reasonably cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other reasonably apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or and other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, that, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (c) During the Interim Period, Parent, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demands or other shareholder Action (including derivative claims) relating to this Agreement, any of the Ancillary Agreements or any matters relating thereto commenced against Parent, any of the Parent Parties or any of its or their respective Representatives in their capacity as a representative of a Parent Party or against the Company (collectively, the “Transaction Litigation”). Parent shall control the negotiation, defense and settlement of any such Transaction Litigation brought against Parent, Merger Sub or members of the boards of directors of Parent or Merger Sub and the Company shall control the negotiation, defense and settlement of any such Transaction Litigation brought against the Company or the members of its board of directors; provided, however, that in no event shall the Company or Parent settle, compromise or come to any arrangement with respect to any Transaction Litigation, or agree to do the same, without the prior written consent of the other party (not to be unreasonably withheld, conditioned or delayed; provided, that it shall be deemed to be reasonable for Parent (if the Company is controlling the Transaction Litigation) or the Company (if Parent is controlling the Transaction Litigation) to withhold, condition or delay its consent if any such settlement or compromise (A) does not provide for a legally binding, full, unconditional and irrevocable release of each Parent Party (if the Company is controlling the Transaction Litigation) or the Company (if the Parent is controlling the Transaction Litigation) and its respective Representative that is the subject of such Transaction Litigation, (B) provides for any non-monetary, injunctive, equitable or similar relief against any Parent Party (if the Company is controlling the Transaction Litigation) or the Company (if Parent is controlling the Transaction Litigation) or (C) contains an admission of wrongdoing or Liability by a Parent Party (if the Company is controlling the Transaction Litigation) or the Company (if Parent is controlling the Transaction Litigation) and its respective Representative that is the subject of such Transaction Litigation. Parent and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, Buyer and Seller will each party (other than the Shareholders’ Representative) shall use its commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things efforts reasonably necessary or desirable under applicable Laws, or as reasonably requested by the other parties, Law to consummate and implement expeditiously each of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality In furtherance and not in limitation of Section 8.1(a7.01(a), Buyer and Seller shall prepare and file with the FCC as soon as practicable but in no event later than five (5) Business Days after the date hereof the requisite applications (collectively, the “FCC Application”) and other necessary instruments or documents requesting the FCC Consent and thereupon prosecute the FCC Application with all reasonable diligence to obtain the requisite FCC Consent; provided, that, except as set forth in the following sentence, neither Buyer nor Seller shall be required to pay consideration to any third party to obtain the FCC Consent. Buyer and Seller shall each party hereto pay one-half (1/2) of the FCC filing fees relating to the transactions contemplated hereby, irrespective of whether the transactions contemplated by this Agreement are consummated. Buyer and Seller shall each oppose any petitions to deny or other than objections filed with respect to the Shareholders’ RepresentativeFCC Application to the extent such petition or objection relates to such party. Except as set forth on Schedule 7.01, neither Seller nor Buyer shall take any intentional action, or intentionally fail to take any action, which would reasonably be expected to materially delay the receipt of the FCC Consent. To the extent necessary, Seller shall promptly enter into a tolling agreement or other arrangement if requested by the FCC with respect to any complaints regarding the FCC Licenses, and, subject to the indemnification obligation set forth in Section 12.03(a)(iii), Buyer shall accept liability in connection with any enforcement Action by the FCC with respect to such complaints as part of such tolling or other arrangement provided that it is understood and agreed that Buyer shall be entitled to indemnification from any such liability under Section 12.03(a)(iii) agrees toas if it were an Excluded Liability. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall cause have terminated this Agreement under Article XI, Buyer and Seller shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of either party to exercise its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it rights under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation LawArticle XI. (c) Subject Within five (5) Business Days after the date of this Agreement, Buyer and Seller shall make all required filings (if necessary) with the Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) pursuant to applicable Lawthe HSR Act, each with respect to the transactions contemplated hereby (including a request for early termination of the Company waiting period thereunder), and Purchaser agrees shall thereafter promptly respond to all requests received from such agencies for additional information or documentation. Expiration or termination of any applicable waiting period under the HSR Act is referred to herein as the “HSR Clearance”. Any filing fees payable under the HSR Act relating to the transactions contemplated hereby shall be borne one-half (1/2) by each the Buyer and Seller. Any costs of experts engaged by Buyer to assist in obtaining the HSR Clearance shall be borne by Buyer. (d) In connection with the efforts referenced in Section 7.01(a), and Section 7.01(b), to obtain the FCC Consent and HSR Clearance (if necessary), Buyer and Seller shall (i) cooperate and consult in all respects with the each other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications filing or filingssubmission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, and (iiiii) keep the other apprised party informed in a timely manner and in all material respects of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications any material communication received by such party from, or given by such party toparty, any third party to the FCC, FTC, DOJ or any other Governmental Authority (including the provision of copies of any pleadings, documents, or other communications exchanged with the FCC, FTC, DOJ or any other Governmental Authority) and the material non-confidential portions of any communications received or given by a private party with respect to such transactionsthis Agreement and the transactions contemplated hereby), (iviii) permit the other party to review and incorporate the other party’s reasonable comments in any material non-confidential portions of any communication given or to be given by it to the FCC, FTC, DOJ and any other Governmental Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation transactions contemplated hereby, and (iv) consult with each other in advance of and be permitted to attend any meeting or conference with, the FCC, FTC, DOJ or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, in each case regarding any of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party (other than the Shareholders’ Representative) hereto shall use its commercially reasonable 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 or parties in doing, all things necessary necessary, proper or desirable under applicable Lawsadvisable to consummate and make effective, or as reasonably requested in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby and by the other partiesTransaction Documents. In furtherance and not in limitation of the foregoing, to consummate and implement expeditiously each of the transactions contemplated by this Agreement, including using Company and Parent shall use commercially reasonable best efforts to (i) as promptly as practicable, obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute Approvals and deliver all notices (including those referred to in Section 3.6 hereof and any additional instruments referred to in Section 3.6 of the Company Disclosure Schedule) necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute Agreement and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with AuthoritiesTransaction Documents, (ii) furnish to the other such information and assistance as the other may reasonably request make all filings under applicable Law required in connection with its preparation of any notifications or filingsthe authorization, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and (iii) furnish all information required for any application or other filing to be made pursuant to any Law or any applicable Regulations of any Governmental Authority in connection with the transactions contemplated by this Agreement and the other Transaction Documents. (vb) Notwithstanding anything herein to the extent contrary, neither Parent nor any of its Affiliates (including Time Warner Inc. and its Affiliates and, after the Effective Time, the Surviving Corporation and its Affiliates) shall be under any obligation to, nor, without Parent’s prior written consent, shall the Company make proposals, execute, agree or consent to or carry out agreements or submit to (i) any liability or payment obligation in order to obtain any Approval of any third Person, (ii) any Order or other commitment providing for the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets, rights or categories of assets or rights of Parent, the Company or any of their Affiliates, the holding separate of any capital stock of any such Persons or imposing or seeking to impose any limitation on the ability of Parent, the Company or any of their Affiliates to own such assets or rights or to acquire, hold or exercise full rights of ownership of capital stock of the Company or (iii) any Order or other commitment imposing or seeking to impose any limitation whatsoever on the business activities of Parent or any of such Affiliates. If the Company shall fail to obtain any Approval required of a third Person with respect to the transactions contemplated hereby, then the Company shall use its commercially reasonable efforts, and will take any such actions reasonably practicablerequested by Parent, to limit the adverse effect upon the Company and Parent, Parent’s Subsidiaries, and their respective businesses resulting, or which would result after the Effective Time, from the failure to obtain such consent. (c) In connection with any of the filings or efforts listed in clauses (i) through (iii) of Section 5.3(a), Parent and the Company will reasonably cooperate with each other, including promptly furnishing each other any information reasonably requested by the other, and provide copies of all filings to the other party and its advisors. The Company shall promptly notify Parent of any communication that it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and the transactions contemplated hereby and permit Parent and its advisors to review and comment upon in advance any proposed communication with any Governmental Authority. Subject to the Confidentiality Agreement, the parties to this Agreement will provide each other with copies of all material correspondence, filings and communications between them or any of their representatives or advisors, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby. In addition, the parties will consult with each other and consider in good faith the other parties’ suggestions in advance connection with any analyses, appearances, presentations, memoranda, briefs, arguments and proposals made or submitted to any Governmental Authority with respect to this Agreement and the transactions contemplated hereby. (d) Without limiting Section 5.3(a), each party hereto shall use its commercially reasonable efforts to satisfy or cause to be satisfied all of the conditions precedent set forth in ARTICLE VII that are applicable to it and not participate in any meeting or discussion relating to cause the transactions contemplated by this Agreement and the Transaction Documents to be consummated. (e) Each party hereto, at the reasonable request of another party hereto, shall promptly execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement, either in person or by telephone, with any Authority in connection with the proposed Transaction Documents and the transactions unless it gives the other party the opportunity to attend contemplated hereby and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsthereby.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party (other than the Shareholders’ Representative) parties hereto shall use its their respective commercially reasonable efforts to taketake promptly, or cause to be takentaken promptly, all actions actions, and to dodo promptly, or cause to be donedone promptly, all things necessary necessary, proper or desirable advisable under applicable Laws, or as reasonably requested by the other parties, Applicable Law to consummate and implement expeditiously each of make effective the transactions contemplated by this Agreementhereby, including using reasonable best efforts to (i) satisfy all of the conditions to the obligations of the other parties hereto to effect the Closing, to obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from documents required to be delivered hereunder and to effect all applicable Authorities prior necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the Effective Timeparties hereto the benefits contemplated by this Agreement; provided, and however, that Parent shall not be required to agree to (iia) avoid an Action any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or Affiliates or of the Company, (b) the imposition of any limitation on the ability of Parent, its subsidiaries or Affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the businesses of the Company, or (c) the imposition of any impediment on Parent, its subsidiaries or Affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices. Nothing herein shall require Parent to litigate any administrative or judicial action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate that may be brought in connection with the transactions contemplated by this Agreement. The parties hereto (other than From time to time after the Shareholders’ Representative) shall Closing, Parent and the Company will execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may reasonably be necessary or desirable requested by another party in order to consummate consummate, evidence or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party (other than the Shareholders’ Representative) Party shall use its commercially reasonable 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 necessary, proper or desirable advisable under applicable Laws, or as reasonably requested by the other parties, Law to consummate and implement expeditiously each of make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby and by this the Related Agreement, including using . Each Party shall use its commercially reasonable best efforts to (i) as promptly as practicable, obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments Approvals necessary to consummate the transactions contemplated by this Agreement and by the Related Agreement. The parties hereto , (ii) make all filings required by applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and by the Related Agreement, including the Merger, (iii) furnish all information required for any application or other filing to be made pursuant to any Law or any applicable Regulations of any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement and the Related Agreement, and (iv) obtain the expiration or termination of any applicable waiting period and any required clearances under the HSR Act or any applicable Foreign Competition Laws; provided, however, that notwithstanding anything herein to the contrary, neither Parent nor any of its Affiliates shall be under any obligation to, nor, without Parent’s prior written consent, shall the Company, (A) make proposals, execute, agree or consent to or carry out agreements or submit to Orders (1) providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including the Surviving Corporation, and other Subsidiaries of Parent or any of their Affiliates, or the Company or the holding separate of any capital stock of any such Person, or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including the Surviving Corporation, to own such assets or to acquire, hold or exercise full rights of ownership of capital stock of the Company, or (2) imposing or seeking to impose (x) any limitation whatsoever on the business activities of Parent or any of its Affiliates (other than the Shareholders’ RepresentativeCompany) or (y) any limitation on the business activities of the Company which, in the judgment of Parent in its sole discretion, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect Parent or any of Parent’s Affiliates, including its Subsidiaries and the Company, or (B) otherwise take any step to avoid or eliminate any impediment which may be asserted or requested under any Law governing competition, monopolies or restrictive trade practices. None of the Parties hereto will take any action which would result in any of the representations or warranties made by such Party pursuant to Article 4 or Article 5, as the case may be, (1) if qualified or limited by materiality (including the words “material” or “Material Adverse Effect”), becoming untrue or inaccurate in any respect or (2) if not so qualified or limited, becoming untrue or inaccurate in any material respect. (b) In connection with any of the filings or efforts listed in clauses (i) through (iv) of Section 6.4(a), Parent and the Company will use their respective commercially reasonable efforts to (i) cooperate with each other, including promptly furnishing each other any information reasonably requested by the other, (ii) cooperate with each other in connection with any filing or submission in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (iii) subject to applicable Law, consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party hereto relating to proceedings under the Antitrust Laws or Foreign Competition Laws, and (iv) provide to the Company’s or Parent’s outside counsel, as appropriate, all information and documents reasonably requested by such counsel promptly upon request, subject to any reasonable restrictions, including, if requested, copies of all correspondence, filings and communications between them or any of their representatives or advisors, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement, the Related Agreement, or the transactions contemplated hereby or thereby. The Parties hereto may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.4(b) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. The Company shall promptly notify Parent, and Parent shall promptly notify the Company, of any communication such Party or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other Parties and their advisors to review in advance any proposed communication to any Governmental Authority subject to the limitations in this Section 6.4(b). No Party shall agree to participate in any meeting (including a telephone conference) with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with Parent and the Company in advance, except where it is not feasible or reasonably practicable to do so. To the extent permitted by such Governmental Authority, each Party agrees to give Parent and the Company the opportunity to attend and participate at any such meeting. Subject to the Confidentiality Agreement, the limitations in this Section 6.4(b) and any reasonable restrictions, the Parties will provide each other with copies of all correspondence, filings and communications between them or any of their representatives or advisors, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement, the Related Agreement, or the transactions contemplated hereby or thereby. No Party will agree to extend any waiting period under the HSR Act or any Foreign Competition Laws or enter into any agreement with the FTC or the DOJ or any other Governmental Authority regarding antitrust, competition, or similar Laws without the prior written consent of Parent and the Company. (c) The Parties shall use their commercially reasonable efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article 7, as applicable to each of them, and to cause the Merger and the other transactions contemplated by this Agreement and the Related Agreement to be consummated in the most expeditious manner practicable. Each Party, at the reasonable request of another Party, shall promptly execute and deliver such other documents, certificates, agreements instruments and other writings do and take perform such other actions acts and things as may be necessary or desirable in order to consummate or implement expeditiously each of for effecting completely the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery consummation of this Agreement and the consummation of Merger and the other transactions contemplated hereby and by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Related Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to Upon the terms and subject to the conditions hereof (including without limitation, Sections 9.2 and 13.3), the Sellers and the Buyer each agree, and agree to cause each of this Agreementtheir respective Affiliates, each party (other than the Shareholders’ Representative) shall to use its their respective commercially reasonable efforts in good faith to take, take or cause to be taken, taken all actions and to do, or cause to be done, all things necessary necessary, proper or desirable under applicable Laws, or as reasonably requested by advisable to ensure that the other parties, conditions set forth in Articles VII and VIII are satisfied and to consummate and implement expeditiously each of make effective the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals Agreement and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver Related Documents insofar as such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreementmatters are within their respective control. (b) Without limiting Except as otherwise expressly provided for in this Agreement, the generality of Section 8.1(a)parties hereto shall provide such information and cooperate fully with each other in making such applications, each party hereto (filings and other than submissions which may be required or reasonably necessary in order to obtain all approvals, consents, authorizations, releases and waivers as may be required under this Agreement and the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make Related Documents as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable conditions to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Lawparties’ Closing obligations. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance Except as the other may reasonably request otherwise expressly provided for in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, the parties hereto shall promptly take all actions necessary to make each filing, including promptly furnishing the other with copies any supplemental filing, which either of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to them may be given by it to any Authority with respect to any filings required to be made with, make with any Governmental Agency as a condition to or action or nonactions, waivers, expirations or terminations consequence of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement or any Related Document. (d) On or prior to the Closing, the parties hereto shall execute and deliver to each other the Related Documents. (ve) The Sellers shall, to the extent reasonably practicablepermitted by applicable Law, consult use their commercially reasonable efforts to assist and cooperate with the other Buyer in advance making such arrangements as would permit the continued sales of alcoholic beverages by the Companies at the Resorts following the Closing and not participate in any meeting or discussion relating pending the issuance of a new liquor license to the Companies reflecting the transactions contemplated by this Agreement, either including assisting with transfer applications; and (ii) in person or causing the transfer of other operational permits used in the conduct of the Companies’ and their respective Subsidiaries’ businesses, including explosive permits, food service licenses and permits, FCC permits, Public Utilities Commission permits and day care licenses. (f) [Intentionally omitted.] (g) The Buyer agrees to cause the Companies to honor ASC’s obligations under ASC’s gift cards, Peaks Rewards Coupons/First Edge Visa Rewards Coupons (until their stated expiration date), Edge Frequent Skier Points and single-day complimentary lift ticket vouchers, as well as obligations arising in the 2006-07 ski season under ASC’s snow guaranty and season pass refund programs to customers who purchased their passes through one of the Resorts. ASC will regularly and promptly reimburse the Buyer for ASC issued gift cards and Peaks Rewards Coupons to the extent redeemed at the Resorts after the Closing. Each of ASC and the Companies will provide access to their respective systems to the other parties to enable them to track the usage of such cards, tickets and passes. The manner of reimbursement and access described above shall be agreed upon in good faith by telephone, ASC and the Buyer. (h) Subject to compliance by the Sellers with any Authority proprietary rights, confidentiality or similar regulations or agreements, the Sellers shall transfer, or shall cause to be transferred, to each Company, at or prior to the Closing, all data and all right, title and interest to such data that relates exclusively to such Company and is maintained in connection with electronic format by ASC or any of its Affiliates, including, without limitation, marketing data and customer lists (including skiers and lodging guests) for the proposed transactions unless it gives past three years, and shall not retain any of such data for the use of ASC or for any other party the opportunity to attend and observereason; provided, however, in that the Sellers shall use their respective commercially reasonable efforts to transfer to each of clauses Company any such data that does not relate exclusively to such Company to the extent such data can be segregated from information relating to the Sellers or their Affiliates (iiiother than such Company) and that is not otherwise subject to a proprietary rights, confidentiality or similar agreement. (ivi) aboveTo the extent that, that materials may following the Closing, none of the Companies shall be redacted able to continue to use any of the licenses set forth on Section 9.5(i) of the Seller Disclosure Letter, the Sellers agree to use their commercially reasonable efforts (Aexcluding the payment of money or the delivery of any item of value) to remove references concerning assist such Company in replacing such licenses and/or to provide such Company with the valuation benefits of such party licenses (including allowing such Company to act as sub-licensee to the extent the underlying license permits). (j) The Buyer agrees to cause the Companies to honor ASC’s obligations under the partnership marketing arrangements set forth on Section 9.5(j) of the Seller Disclosure Letter. The parties agree to act in good faith to address any such marketing arrangements which continue beyond the 2006/2007 ski season. (k) The Sellers shall use their commercially reasonable efforts to obtain estoppel certificates, in form and its Affiliatessubstance reasonably satisfactory to the Buyer, from all third parties to the contracts listed on Section 9.5(k) of the Seller Disclosure Letter. (Bl) as necessary The Buyer agrees to comply cause the Companies to honor ASC’s obligations with contractual arrangements or applicable Lawsrespect to the ski passes described in Section 3.7(a) of the Seller Disclosure Letter, and (C) as necessary to address reasonable attorney-client cause any subsequent owner or other privilege or confidentiality concernsoperator of either Resort to assume such obligations in writing.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each party (other than the Shareholders’ Representative) Seller Party and Purchaser shall, and shall cause their respective Affiliates to, use its their respective commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary reasonably necessary, proper or desirable advisable under applicable Laws, or as reasonably requested by the other parties, Law to consummate the Transactions, including, as to each Seller Party, preparing and implement expeditiously each filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of the transactions contemplated by this Agreementinformation, including using reasonable best efforts applications and other documents, and to (i) obtain all consents and authorizations, necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary for such party to consummate the transactions contemplated by this Agreement; provided that Seller Parties shall not make any filings, notices, petitions, statements, registrations, submissions of information, applications or other documents which contain confidential information regarding Purchaser or its Affiliates without Purchaser’s prior written consent. The parties hereto (Each of the Seller Parties and Purchaser agree that, from time to time before and after the Closing Date, they will execute and deliver, or use commercially reasonable best efforts to cause their other than the Shareholders’ Representative) shall respective Affiliates to execute and deliver such other documentsfurther instruments, certificatesand take, agreements and other writings and take or cause their respective Affiliates to take, such other actions action, as may be reasonably necessary to carry out the purposes and intents of this Agreement. From and after the date of this Agreement until the Closing, the Seller Parties, on the one hand, and Purchaser, on the other hand, shall promptly, upon having or desirable in order to consummate gaining knowledge of any event, condition or implement expeditiously each fact that would cause any of the transactions contemplated by conditions in this Agreement. (b) Without limiting Agreement not to be fulfilled, notify the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees tothereof, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with furnish the other regarding obtaining and making all notifications and filings with Authorities, any information it (iior they) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation respect thereto. Seller Parties shall cooperate with Purchaser following the date of any notifications or filings, (iii) keep the other apprised of the status of matters relating this Agreement to the completion of the transactions contemplated deliver to Purchaser all documents and information reasonably requested by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority Purchaser with respect to such transactionsthe Properties, including the Development Properties (iv) permit including any applicable organizational documents for the other party owners thereof). Promptly following the date hereof, Seller Parties shall deliver to review Purchaser true, correct and incorporate complete copies of all organizational documents for the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsProperty Owners.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to Upon the terms and subject to the conditions of set forth in this AgreementAgreement and the Related Agreements, each party (other than of the Shareholders’ Representative) parties shall use its commercially reasonable 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 necessary, proper or desirable under applicable Laws, or as reasonably requested by the other parties, advisable to consummate and implement expeditiously each of make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement and the Related Agreements and to obtain satisfaction or waiver of the conditions precedent to the consummation of the Transactions, including using reasonable best efforts to (i1) obtain obtaining all of the necessary actions, actions or nonactions, waivers, consentsconsents and approvals from Governmental Authorities and the making of all filings and the taking of all steps as may be necessary to obtain an approval or waiver from, approvals and other authorizations from all applicable Authorities prior or to the Effective Time, and (ii) avoid an Action or proceeding by, any Governmental Authority (except with regard to Governmental Approvals relating to Antitrust Laws (which are addressed in Section 4.3(b)), (2) obtaining the necessary consents, approvals and authorizations from third parties (it being understood that the Company shall use its commercially reasonable efforts to obtain all landlord consents and provide all notices required under the leases and subleases in connection with the consummation of the Transactions even if the obtaining of such consents or the sending of such notice is not a condition to Parent’s obligations to close hereunder), including the Required Consents set forth in Section 6.2(h) of the Disclosure Schedule, (3) the defending of any lawsuits or other legal proceedings, 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 Authoritycourt or other Governmental Authority (except with regard to Governmental Approvals relating to Antitrust Laws) vacated or reversed, and (iii4) execute the execution and deliver delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than by, and to fully carry out the Shareholders’ Representative) shall execute and deliver such other documentspurposes of, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting The obligations of the generality of parties to obtain any Governmental Approvals pursuant to any applicable Antitrust Laws to consummate the Transactions will be covered by this Section 8.1(a4.3(b). Parent and the Company shall, each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any practicable, but in no event later than ten calendar days following the date hereof, submit all filings or notifications required to be made by it under the HSR Act and any other applicable antitrustAntitrust Laws, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority thereafter provide any additional supplemental information requested in connection therewith. Parent and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) shall furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any notifications filing or filings, (iii) keep submission that is necessary under the HSR Act or any other applicable Antitrust Laws. Parent and the Company will promptly inform the other apprised party of any material communication received by such party from any Governmental Authority in respect of any filing under the HSR Act or any other applicable Antitrust Law. Each of the status parties will (1) use its respective commercially reasonable efforts to comply as expeditiously as possible with all requests of matters relating any Governmental Authority for additional information and documents, including information or documents requested under the HSR Act or any other applicable Antitrust Law; and (2) not (i) extend any waiting period under the HSR Act or any other applicable Antitrust Law or (ii) enter into any agreement with any Governmental Authority not to the completion of consummate the transactions contemplated by this Agreement, including promptly furnishing except with the other with copies prior consent of notices Parent or other communications received by such party fromthe Company, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit as the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) case may be. Notwithstanding anything to the extent reasonably practicable, consult with the other contrary in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephoneneither Parent nor any of its Affiliates (which for purposes of this sentences includes the Company) will be required, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; providedmatters covered by this Section 4.3, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning pay any amounts other than its share of the valuation filing fees and expenses and fees of such party and its Affiliatescounsel, (B) as necessary to comply with contractual arrangements commence or applicable Lawsdefend any litigation, and (C) as necessary to address reasonable attorney-client hold separate (including by trust or other privilege otherwise) or confidentiality concernsdivest any of their respective businesses, product lines or assets, (D) to agree to any limitation on the operation or conduct of their or the Company’s respective businesses or (E) to waive any of the conditions set forth in Article 6 hereof. The fees associated with the filing under the HSR Act shall be paid by Parent.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of set forth in this Agreement, each party (other than and to applicable Laws, during the Shareholders’ Representative) Pre-Closing Period, the Parties shall cooperate and use its their respective commercially reasonable efforts to take, or cause to be taken, all actions appropriate action (including executing and to delivering any documents, certificates, instruments and other papers that are necessary for the consummation of the transactions contemplated by this Agreement), and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, to consummate and implement expeditiously each make effective, in the most expeditious manner practicable (giving effect to the timing of the transactions contemplated by this Agreementdelivery of the PCAOB Financial Statements), including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than Each of NewCo and the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees toCompany shall, and shall cause its respective Affiliates the other Target Companies to, make use its and their commercially reasonable efforts, and dMY shall cooperate in all reasonable respects with NewCo and the Company, to send the requisite notice to or to solicit and obtain the consents of, as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrustapplicable, competition, or trade regulation Law and to supply as promptly as practicable the contractual counterparties to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each Contracts listed on Section 6.1 of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish Disclosure Letter prior to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observeClosing; provided, however, that no Party nor any of their Affiliates shall be required to pay or commit to pay any amount to (or incur any obligation in each favor of) any Person from whom any such consent may be required (unless such payment is required in accordance with the terms of clauses (iii) the relevant Contract requiring such consent), and (iv) aboveprovided, further, that materials may be redacted (A) the Parties acknowledge and agree that the failure to remove references concerning the valuation of obtain any such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Lawsconsents is not, and shall not be, a condition to Closing. Any payment made by a Target Company pursuant to the foregoing first proviso without dMY’s prior written consent shall be a Transaction Expense (C) which payment shall be treated as necessary to address reasonable attorney-client or other privilege or confidentiality concernsa Company Transaction Expense hereunder).

Commercially Reasonable Efforts; Further Assurances. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party (other than the Shareholders’ Representative) Party shall use its commercially reasonable efforts Commercially Reasonable 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 necessary, proper or desirable advisable under applicable Laws, or as reasonably requested by the other parties, Laws to consummate and implement expeditiously each of make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by this Agreement, including using reasonable best efforts the Related Agreements. Each Party shall use its Commercially Reasonable Efforts to (i) as promptly as practicable, obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments Approvals necessary to consummate the transactions contemplated by this AgreementAgreement and the Related Agreements, (ii) make all filings required by applicable Law, including under the HSR Act with the FTC or the DOJ or under any applicable Foreign Competition Laws, required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby, including the Merger, (iii) furnish all information required for any application or other filing to be made pursuant to the HSR Act, any applicable Foreign Competition Law or any other Law or any applicable Regulations of any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement and the Related Agreements, and (iv) obtain the expiration or termination of any applicable waiting period and any required clearances under the HSR Act or any applicable Foreign Competition Laws; provided, however, that notwithstanding anything herein to the contrary, neither Parent nor any of its Affiliates shall be under any obligation to, nor, without Parent’s prior written consent, shall the Company, any Principal Shareholder or any Subsidiary of the Company, (A) make proposals, execute, agree or consent to or carry out agreements or submit to Orders (1) providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including the Surviving Corporation, and other Subsidiaries of Parent or any of its Affiliates, the Company or its Subsidiaries or the holding separate of any capital stock of any such Person, or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including the Surviving Corporation, to own such assets or to acquire, hold or exercise full rights of ownership of capital stock of the Company or its Subsidiaries, or (2) imposing or seeking to impose (x) any limitation whatsoever on the business activities of Parent or any of its Affiliates (other than the Company and its Subsidiaries) or (y) any limitation on the business activities of the Company or its Subsidiaries which, in the judgment of Parent in its sole discretion, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect Parent or any of Parent’s Affiliates, including its Subsidiaries and the Company and its Subsidiaries, or (B) otherwise take any step to avoid or eliminate any impediment which may be asserted or requested under any Law governing competition, monopolies or restrictive trade practices. None of the Parties hereto will take any action which results in any of the representations or warranties made by such Party pursuant to Articles IV or V, as the case may be, (i) if qualified or limited by materiality (including the words “material” or “Material Adverse Effect”), becoming untrue or inaccurate in any respect or (ii) if not so qualified or limited, becoming untrue or inaccurate in any material respect. (b) In connection with any of the filings or efforts listed in clauses (i) through (iv) of Section 6.5(a), Parent, the Principal Shareholders and the Company will use their respective Commercially Reasonable Efforts to (i) cooperate with each other in connection with any filing or submission in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) subject to applicable Law, consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the Antitrust Laws, and (iii) provide to the Company’s or Parent’s outside counsel, as appropriate, all information and documents reasonably requested by such counsel promptly upon request, subject to any reasonable restrictions. The parties hereto may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.5(b) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. The Company and its Subsidiaries and the Principal Shareholders shall promptly notify Parent, and Parent shall promptly notify the Company, of any communication such Party or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other Parties and its advisors to review in advance any proposed communication to any Governmental Authority subject to the limitations in this Section 6.5(b). No Party shall agree to participate in any meeting (including a telephone conference) with any Governmental Authority in respect of any filings, investigation or other than inquiry unless it consults with the Shareholders’ Representativeother Parties in advance, except where it is not feasible or reasonably practicable to do so. To the extent permitted by such Governmental Authority, each Party agrees to give the other Party the opportunity to attend and participate at any such meeting. Subject to the Confidentiality Agreement, the limitations in this Section 6.5(b) and any reasonable restrictions, the Parties will provide each other with copies of all correspondence, filings and communications between them or any of their representatives or advisors, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement, the Related Agreements, or the transactions contemplated hereby or thereby, subject to any reasonable restrictions. No Party will agree to extend any waiting period under the HSR Act or any Foreign Competition Laws or enter into any agreement with the FTC or the DOJ or any other Governmental Authority regarding antitrust, competition, or similar Laws without the prior written consent of the other Parties. (c) The Parties shall use their Commercially Reasonable Efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VII, as applicable to each of them, and to cause the Merger and the other transactions contemplated by this Agreement and the Related Agreements to be consummated. Each Party, at the reasonable request of another Party, shall promptly execute and deliver such other documents, certificates, agreements instruments and other writings do and take perform such other actions acts and things as may be necessary or desirable in order to consummate or implement expeditiously each of for effecting completely the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery consummation of this Agreement and the consummation of Merger and the other transactions contemplated hereby and by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsRelated Agreements.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, Buyer and Sellers will each party (other than the Shareholders’ Representative) shall use its their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, to consummate laws and implement expeditiously each of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary regulations to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall Sellers and Buyer each agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this AgreementAgreement and to vest in Buyer good and marketable title to the Purchased Assets. (b) Without limiting Sellers hereby constitute and appoint, effective as of the generality Closing Date, Buyer and its successors and assigns as the true and lawful attorney of Section 8.1(a)Sellers with full power of substitution in the name of Buyer or in the name of each Seller, each party hereto but for the benefit of Buyer (other than i) to collect for the Shareholders’ Representativeaccount of Buyer any items of Purchased Assets and (ii) agrees toto institute and prosecute all proceedings which Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets. Buyer shall cause be entitled to retain for its respective Affiliates to, make as promptly as practicable own account any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority amounts collected pursuant to the applicable antitrustforegoing powers, competition, or trade regulation Lawincluding any amounts payable as interest in respect thereof. (c) Subject to applicable Law, each the terms and conditions of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party fromBuyer and Sellers will each use their commercially reasonable efforts to take all action and to do all things necessary, proper, or given by such party to, any third party or any Authority with respect advisable to such transactions, (iv) permit the other party to review consummate and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of make effective the transactions contemplated by this Agreement (including without limitation Sellers’ use of their commercially reasonable efforts to file any and (v) all necessary documents to transfer or assign the extent reasonably practicable, consult domain names with the other in advance applicable registrar of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iiidomain names) and (iv) above, that materials may be redacted (A) to remove references concerning obtain approval and entry of the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsSale Order.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to Upon the terms and subject to the conditions of this Agreementhereof, Sellers and Buyer each party (other than the Shareholders’ Representative) shall agree to use its their respective commercially reasonable efforts in good faith to take, take or cause to be taken, taken all actions and to do, or cause to be done, all things necessary necessary, proper or desirable under applicable Laws, or as reasonably requested by advisable to ensure that the other parties, conditions set forth in Article 7 and Article 8 are satisfied and to consummate and implement expeditiously each of make effective the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals Agreement and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver Related Documents insofar as such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreementmatters are within their respective control. (b) Without limiting Except as otherwise expressly provided for in this Agreement, the generality of Section 8.1(a)Parties shall provide such information and cooperate fully with each other in making such applications, each party hereto (filings and other than submissions which may be required or reasonably necessary in order to obtain all approvals, consents, authorizations, releases and waivers as may be required under this Agreement and the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make Related Documents as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable conditions to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation LawParties’ Closing obligations. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance Except as the other may reasonably request otherwise expressly provided for in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, the Parties shall promptly take all actions necessary to make each filing, including promptly furnishing the other with copies any supplemental filing, which any of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to them may be given by it to any Authority with respect to any filings required to be made with, make with any Governmental Agency as a condition to or action or nonactions, waivers, expirations or terminations consequence of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement or any Related Document. (d) On or prior to the Closing, the Parties shall execute and deliver to each other the Related Documents to which they are a party. (ve) Sellers shall, to the extent reasonably practicablepermitted by applicable Law, consult use their commercially reasonable efforts to assist and cooperate with Buyer in making such arrangements as would permit the other in advance continued sales of alcoholic beverages by the Companies at the Resorts following the Closing and not participate in any meeting or discussion relating pending the issuance of new liquor licenses to the Companies reflecting the transactions contemplated by this Agreement, either including (i) assisting with transfer applications; and (ii) in person or causing the transfer of other operational permits used in the operations of the Companies’ businesses. (f) Subject to compliance by telephone, Sellers with any Authority proprietary rights, confidentiality or similar regulations or agreements, Sellers shall transfer, or shall cause to be transferred, to each Company, at or prior to the Closing, all data and all right, title and interest to such data that relates exclusively to such Company and is maintained in connection with electronic format including, without limitation, marketing data and customer lists (including skiers and lodging guests) for the proposed transactions unless it gives past three years, and shall not retain any of such data for the use of Sellers or for any other party the opportunity to attend and observereason; provided, however, that Sellers shall use their respective commercially reasonable efforts to transfer to each Company any such data that does not relate exclusively to such Company to the extent such data can be segregated from information relating to the Companies that is not otherwise subject to a proprietary rights, confidentiality or similar agreement. (g) To the extent the Companies shall not be able to continue to use any of the licenses set forth on Schedule 9.6(g) after the Closing, Sellers agree to use their commercially reasonable best efforts to assist the Companies in each of clauses (iii) and (iv) above, that materials may be redacted (A) replacing such licenses and/or to remove references concerning provide the valuation Companies with the benefits of such party and its Affiliates, (B) licenses including allowing such Company to act as necessary sub-licensee to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsthe extent the underlying license permits.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Purchase and Sale Agreement, each party (other than the Shareholders’ Representative) shall hereto will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, to consummate laws and implement expeditiously each of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary regulations to consummate the transactions contemplated by the Transaction Documents, including to perfect the sale, transfer, conveyance, assignment, contribution and granting of the Purchased Assets to Purchaser pursuant to this Purchase and Sale Agreement. The parties hereto (other than the Shareholders’ Representative) shall Purchaser and Seller agree to execute and deliver such other documents, certificates, instruments, agreements and other writings and to take such other actions as may be necessary or desirable desirable, or reasonably requested by the other party hereto, in order to consummate or implement expeditiously each of the transactions contemplated by this Agreementany Transaction Document and to perfect, protect, more fully evidence, vest and maintain in Purchaser good, valid and marketable rights and interests in and to the Purchased Assets free and clear of all Liens (other than those permitted by the Transaction Documents) or enable Purchaser to exercise or enforce any of Purchaser’s rights under any Transaction Document, including following the Closing. (b) Without limiting Seller and Purchaser shall cooperate and provide assistance as reasonably requested by the generality other party hereto, at the expense of Section 8.1(a)such other party hereto, each party hereto in connection with any litigation, arbitration or other proceeding (other than the Shareholders’ Representative) agrees whether threatened, existing, initiated or contemplated prior to, and shall cause on or after the date hereof) to which the other party hereto, any of its Affiliates or controlling Persons or any of their respective Affiliates toofficers, make directors, equityholders, members, controlling Persons, managers, agents or employees is or may become a party or is or may become otherwise directly or indirectly affected or as promptly as practicable to which any filings such Persons have a direct or notifications required indirect interest, in each case relating to be made any Transaction Document, the Purchased Assets or the transactions described herein or therein but in all cases excluding any litigation brought by it under any other applicable antitrust, competition, Seller against Purchaser or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested brought by such Authority pursuant to the applicable antitrust, competition, or trade regulation LawPurchaser against Seller. (c) Subject to Seller shall comply with all applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority laws with respect to such transactionsthe Transaction Documents, (iv) permit the other party to review Counterparty Agreements, the Purchased Assets and incorporate all ancillary agreements related thereto, the other party’s reasonable comments in any communication to violation of which would be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsa Material Adverse Change.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of set forth in this Agreement, each party (other than and to applicable Laws, during the Shareholders’ Representative) Pre-Closing Period, the Parties shall cooperate and use its their respective commercially reasonable efforts to take, or cause to be taken, all actions appropriate action (including executing and to delivering any documents, certificates, instruments and other papers that are necessary for the consummation of the transactions contemplated by this Agreement), and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, to consummate and implement expeditiously each make effective, in the most expeditious manner practicable (giving effect to the timing of the transactions contemplated by this Agreementdelivery of the IASB Financial Statements), including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than Each of NewCo and the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees toCompany shall, and shall cause its respective Affiliates the other Target Companies to, make use its and their commercially reasonable efforts, and SEAC shall cooperate in all reasonable respects with NewCo and the Company, to send the requisite notice to or to solicit and obtain the consents of, as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrustapplicable, competition, or trade regulation Law and to supply as promptly as practicable the contractual counterparties to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each Contracts listed on Section 6.1 of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish Disclosure Letter prior to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observeClosing; provided, however, that no Party nor any of their Affiliates shall be required to pay or commit to pay any amount to (or incur any obligation in each favor of) any Person from whom any such consent may be required (unless such payment is explicitly required in accordance with the terms of clauses (iii) and (iv) abovethe relevant Contract requiring such consent); provided, further, that materials may be redacted (A) the Parties acknowledge and agree that the failure to remove references concerning the valuation of obtain any such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Lawsconsents is not, and shall not be, a condition to Closing. Any payment made by a Target Company pursuant to the foregoing first proviso without SEAC’s prior written consent shall be a Transaction Expense (C) which payment shall be treated as necessary to address reasonable attorney-client or other privilege or confidentiality concernsa Company Transaction Expense hereunder).

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each party (other than the Shareholders’ Representative) shall Company and Buyer will use its their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, Applicable Laws to consummate and implement expeditiously each of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary actionsfilings, nonactionsnotices, waiverspetitions, consentsstatements, approvals registrations, submissions of information, applications and other authorizations from all applicable Authorities prior to the Effective Time, documents and (ii) avoid an Action obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or proceeding by any Authorityother third party that are necessary, and (iii) execute and deliver any additional instruments necessary proper or advisable to consummate the transactions contemplated by this Agreement; provided that the parties hereto understand and agree that the commercially reasonable efforts of any party hereto shall not be deemed to include (i) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its or its Subsidiaries or any of their respective Affiliates’ businesses, assets or properties. The parties hereto (other than Company and Buyer agree, and the Shareholders’ Representative) shall Company agrees to cause each Subsidiary, to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting In furtherance and not in limitation of the generality of Section 8.1(a)foregoing, to the extent required by the HSR Act or other Applicable Law, each party hereto (of the Company and Buyer shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act or other than applicable filing with respect to the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make transactions contemplated hereby as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, HSR Act or trade regulation Law. (c) Subject other Applicable Law and to applicable Law, each take all other actions necessary to cause the expiration or termination of the Company applicable waiting periods under the HSR Act and Purchaser agrees to (i) cooperate and consult with the any other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance Applicable Law as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably soon as practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

Commercially Reasonable Efforts; Further Assurances. (a) Subject The Company and Parent shall cooperate with each other and use (and shall cause their respective Affiliates to use) their respective commercially reasonable 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 all applicable Contracts and Legal Requirements to consummate and make effective the Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all waivers, consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from CMS and/or any other Governmental Authority or other third party (hereinafter referred to as "Consents") and to lift any injunction or other legal bar to the terms Transactions in order to consummate the Transactions as promptly as practicable. All costs incurred in connection with obtaining such Consents, including CMS consent fees and conditions expert consultant fees shall be borne equally by the Company and Parent. HSR filing fees shall be borne by Parent. Without limiting the foregoing, each of the Company and Parent undertakes and agrees to file (or cause their Affiliates to file, as applicable) as soon as practicable, and in any event prior to fifteen (15) Business Days after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"). Each party hereto shall make appropriate filings with other competition authorities and CMS (or cause their Affiliates to make such filings, as applicable) with respect to the Transactions promptly after the date of this Agreement, each party (other than including without limitation regarding the Shareholders’ Representative) shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, to consummate and implement expeditiously each novation of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, Company CMS Agreement and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority CMS and/or any other competition authorities any additional information and documentary material that may be requested by such in connection therewith. Each of the Company and Parent shall (and shall cause their Affiliates to) respond as promptly as practicable to any inquiries received from the FTC, the Antitrust Division or CMS for additional information or documentation and to all inquiries and requests received from any other Governmental Authority pursuant in connection with Consents. Parent shall provide to the applicable Company and MHRx copies of any application or other communication, which references the Company, MHRx or any member of MHRx, to Governmental Authorities in connection with this Agreement in advance of filing or submission thereof, and Parent shall provide the Company and MHRx a reasonable opportunity to comment upon and modify any such reference as to such Persons. Parent's consent to accepting such comment or modification shall not be unreasonably withheld. (b) Parent shall (and shall cause its Affiliates to) offer to take (and if such offer is accepted, commit to take) all reasonable steps to avoid or eliminate impediments under any antitrust, competition, or trade regulation LawLegal Requirement that may be asserted by the FTC, the Antitrust Division or any other Governmental Authority with respect to the Transactions so as to enable the Closing to occur as expeditiously as possible; provided, however, that nothing in this Agreement will require, or be deemed to require, Parent to agree to or effect any divestiture. In addition, nothing in this Agreement will require or be deemed to require Parent to take any other action (including agreeing to any requirements or conditions to be imposed in order to obtain CMS or insurance regulatory consents or approvals, including those listed on Schedule 6.1(b) hereto) if in the reasonable judgment of Parent doing so would be materially detrimental to the business conducted by Parent or the Company taken as a whole. Subject to the foregoing sentence, Parent shall cooperate in a reasonable manner with the Company in connection with its efforts to seek consents and approvals from Governmental Authorities in connection with the Transactions (including by keeping the Company informed on a reasonably current basis of the status of such efforts, allowing the Company to participate in such efforts and using its commercially reasonable efforts to permit the representatives of the Company to attend any meetings between the Parent's representatives and Governmental Authorities). (c) Subject to applicable LawIn the event any claim, each action, suit, investigation or other proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the Company and Purchaser agrees Transactions or seeks damages in connection therewith, the parties agree to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authoritiesuse commercially reasonable efforts to defend against such claim, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filingsaction, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreementsuit, including promptly furnishing the other with copies of notices investigation or other communications received by such party fromproceeding and, if an injunction or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments order is issued in any communication such action, suit or other proceeding, to be given by it use commercially reasonable efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any Authority with respect other impediment to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsTransactions.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to Upon the terms and subject to the conditions of this Agreementhereof, each party (other than of the Shareholders’ Representative) shall Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or desirable under applicable Laws, or as reasonably requested by the other parties, advisable to consummate and implement expeditiously each of make effective as promptly as practicable the transactions contemplated by this AgreementTransactions and to vest in Buyer good and marketable title to the Conveyed Intellectual Property, including using reasonable best efforts to (i) obtain obtaining all necessary actions, nonactionsconsents, waivers, consents, authorizations and approvals from Governmental Authorities and other authorizations from all applicable Authorities prior to third parties required for the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each consummation of the transactions contemplated by this AgreementTransactions. (b) From time to time after the Closing, at the request of Buyer and without further consideration, Seller agrees on its own behalf, as well as on behalf of its parents, subsidiaries, affiliates, successors, assigns and legal representatives, to execute and deliver, and to use reasonable commercial efforts to cause Alloy to execute and deliver, to Buyer any further documents or instruments and perform any further acts that may reasonably be deemed necessary or desirable by Buyer to vest, record, perfect, support and/or confirm the rights herein conveyed, or intended so to be, with respect to the Conveyed Intellectual Property, including without limitation such assignments, agreements and limited powers of attorney as may be needed for recording or effectuating the transfer of the Conveyed Intellectual Property in the United States of America. Nothing herein shall be deemed a waiver by Buyer of its right to receive at the Closing an effective assignment of such rights by Seller as otherwise set forth in this Agreement. Without limiting the generality of Section 8.1(a)the foregoing, each party hereto (other than the Shareholders’ Representative) agrees toSeller and xXXxX*s shall, and shall use commercially reasonable efforts to cause its respective Affiliates Alloy to, make as promptly as practicable execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and without further consideration, any filings or notifications documents required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable update record title to the appropriate Authority any additional information Conveyed Intellectual Property to reflect Buyer as the record owner in each U.S. jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer, and documentary material that at its reasonable expense, and without further consideration, Seller and xXXxX*s shall, and shall use commercially reasonable efforts to cause Alloy to, reasonably cooperate with Buyer in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United States of America, including delivering such letters of instruction to foreign associate counsel, as may be requested by such Authority pursuant needed for Buyer to the applicable antitrust, competition, or trade regulation Lawassume responsibility therefor. (c) Subject From time to applicable Lawtime after the Closing, each at the request of the Company Buyer and Purchaser agrees at its expense, and without further consideration, Seller and xXXxX*s shall, and shall use commercially reasonable efforts to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authoritiescause Alloy to, (ii) furnish to the other such information and assistance assist Buyer as the other Buyer may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority require in connection with the proposed transactions unless it gives defense or prosecution of any claim by or against any third party with respect to the other party the opportunity to attend and observe; providedownership, howevervalidity, in each of clauses (iii) and (iv) aboveenforceability, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client infringement or other privilege violation of or confidentiality concernsby the Conveyed Intellectual Property.

Commercially Reasonable Efforts; Further Assurances. (a) Parent and the Company shall use their commercially reasonable efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Section 6, as applicable to each of them. Each Party, at the reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary and consistent with this Agreement to effect the consummation of the Merger and other transactions contemplated by this Agreement. (b) Subject to the terms and conditions of this Agreementhereof, each party (other than the Shareholders’ Representative) shall Company and Parent agree to use its their respective commercially reasonable efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary necessary, proper or desirable under applicable Laws, or as reasonably requested by the other parties, advisable to promptly consummate and implement expeditiously each of make effective the Merger and other transactions contemplated by this Agreement, including using their respective commercially reasonable best efforts to efforts: (i) to obtain prior to the Closing Date all necessary actionslicenses, nonactionscertificates, waiverspermits, consents, approvals approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company or its Subsidiaries as are necessary for the consummation of the transactions contemplated hereby; (ii) to effect all necessary registrations and filings required by any Governmental Authority (in connection with which Parent and the Company shall cooperate with each other authorizations from in connection with the making of all applicable Authorities such registrations and filings, including providing copies of all such documents to the non-filing party and its advisors prior to the Effective Timetime of such filing and, if requested, will consider in good faith reasonable additions, deletions or changes suggested in connection therewith); (iii) to furnish to each other such information and assistance as reasonably may be requested in connection with the foregoing; and (iv) to lift, rescind or mitigate the effects of any injunction, restraining order or other ruling by a Governmental Authority adversely affecting the ability of any Party to consummate the Merger or other transactions contemplated hereby and to prevent, with respect to any threatened or such injunction, restraining order or other such ruling, the issuance or entry thereof. (c) Each of Parent and the Company (i) shall as promptly as practicable and in any event within ten (10) Business Days of the date hereof, make the filings required of such party or any Subsidiary under the HSR Act with respect to the transactions contemplated by this Agreement; (ii) agrees to use its commercially reasonable efforts to negotiate with the United States Federal Trade Commission, the United States Department of Justice and/or any other Governmental Authority in respect of such filings to prevent the issuance of any requests for additional information, documents or other materials under the HSR Act; provided that, (x) if such a request is about to be issued notwithstanding the parties' efforts, the parties shall discuss the withdrawal and refiling of the filings to avoid an Action or proceeding the issuance of such a request and to enable the parties to continue to attempt to resolve the issues raised by any AuthorityGovernmental Authority in connection with the filings without the need to respond to any such request, and each of the parties shall have the option of withdrawal and refiling, and that, (y) if any such requests are nonetheless issued, to seek modification of same and comply at the earliest practicable date with respect thereto, as modified; and (iii) execute shall act in good faith and deliver reasonably cooperate with the other party in connection with any additional instruments necessary such filing and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under any antitrust Law ("Antitrust Laws") with respect to consummate any such filing or any such transaction. To the extent not prohibited by Law, each party to this Agreement shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any Law in connection with the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each Each of the Company and Purchaser agrees to (i) cooperate and consult with Parent shall give the other reasonably prompt notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority regarding obtaining and making all notifications and any such filings with Authoritiesor any such transaction. None of the Company or any of its Subsidiaries, (ii) furnish to on the one hand, or Parent or any of its Subsidiaries, on the other hand, shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Authority in respect of any such information filings, investigation or other inquiry without giving the other prior notice (if practicable) of the meeting and assistance discussing with Parent or the Company, as the other case may reasonably request be, the advisability of Parent's or the Company's representatives, as the case may be, participating in connection with its preparation such meeting or conversation. Each of any notifications or filings, (iii) keep Parent and the other apprised Company shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the status of matters relating to notice periods under the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices HSR Act or other communications received by such party from, or given by such party to, any third party or any Authority Antitrust Laws with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and as promptly as possible after the execution of this Agreement. Notwithstanding the foregoing, nothing in this Section shall be deemed to require either Parent or the Company (vunless, in the case of the Company, Parent agrees thereto) to the extent reasonably practicabletake any action, consult with the other in advance of and not participate in or commit to take any meeting action, or discussion relating agree to the transactions contemplated by this Agreementany condition or restriction, either in person or by telephone, with any Authority in connection with obtaining the proposed transactions unless it gives foregoing consents, approvals and authorizations of Governmental Authorities and having theretofore used reasonable best efforts hereunder to avoid having to take, or to otherwise mitigate, any such action, make any such commitment or agree to any such condition or restriction that would reasonably be expected to have either a Company Material Adverse Effect or a material adverse effect on the other party the opportunity to attend and observe; providedbusiness, howeverassets, in each properties, prospects, results of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation operations or financial condition of such party Parent and its AffiliatesSubsidiaries (taken as a whole), (B) or that would result in a material limitation of the benefits expected to be derived by Parent as necessary to comply with contractual arrangements or applicable Laws, a result of the Merger and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernstransactions contemplated hereby.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this AgreementAgreement and applicable law, each party (other than of the Shareholders’ Representative) parties shall act in good faith and use its commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary necessary, proper or desirable under applicable Laws, or as reasonably requested by the other parties, advisable to consummate and implement expeditiously each of make effective the transactions contemplated by this AgreementAgreement as soon as practicable. Without limiting the foregoing, including using the parties shall (and shall cause their respective subsidiaries, and use reasonable best efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide assistance to each other in (i) the preparation and filing with the SEC of the Registration Statement and the Proxy Statement/Prospectus and all necessary amendments or supplements thereto; (ii) obtain all necessary actionsconsents, nonactionsapprovals, waivers, consentslicenses, approvals and permits, authorizations, registrations, qualifications or other authorizations from all applicable Authorities prior to the Effective Timepermissions or actions by, and give all necessary notices to and make all necessary filings with and applications and submissions to, any Governmental Entity or other Person (iiexcept for approvals obtained under the HSR Act) avoid an Action or proceeding by any Authority, as soon as reasonably practicable after the date of this Agreement; and (iii) execute provide all such information concerning such party, its Subsidiaries and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute its officers, directors, employees, partners and deliver such other documents, certificates, agreements and other writings and take such other actions affiliates as may be necessary or desirable reasonably requested in order to consummate or implement expeditiously each connection with any of the transactions contemplated by foregoing. Prior to making any application to or filing with a Governmental Entity or other entity in connection with this AgreementAgreement (other than filing under the HSR Act), each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts. (b) Without limiting In case at any time after the generality Effective Time any further action is necessary or desirable to carry out the purposes of Section 8.1(a)this Agreement, the proper officers and directors of each party hereto (other than of the Shareholders’ Representative) agrees to, and parties to this Agreement shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required use their commercially reasonable best efforts to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by take all such Authority pursuant to the applicable antitrust, competition, or trade regulation Lawaction. (c) Subject to applicable LawThe Company, the Parent and the Sub each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) shall keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreementhereby, including promptly furnishing the other with copies of notices or other communications received by such party fromthe Parent, the Sub or the Company, as the case may be, or given by any of their respective Subsidiaries (other than in any such party tocase with respect to Acquisition Proposals (as hereinafter defined)), from any third party or and/or any Authority Governmental Entity with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each party (other than the Shareholders’ Representative) shall Party hereto will use its commercially reasonable efforts Commercially Reasonable Efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, to consummate and implement expeditiously each of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary Applicable Law to consummate the transactions contemplated by the Transaction Documents to which Seller or Purchaser, as applicable, is party, including to (i) effect the sale, assignment, transfer and conveyance of the Purchased Royalty Payments to Purchaser pursuant to this Agreement. The parties hereto , (other than the Shareholders’ Representativeii) shall execute and deliver such other documents, certificates, instruments, agreements and other writings and to take such other actions as may be necessary or desirable desirable, or reasonably requested by the other Party hereto, in order to consummate or implement expeditiously each of the transactions contemplated by this Agreementany Transaction Document to which Seller or Purchaser, as applicable, is party, (iii) perfect, protect, evidence, vest and maintain in Purchaser good, valid and marketable title in and to the Purchased Royalty Payments free and clear of all Liens (other than Permitted Liens), (iv) create, evidence and perfect Purchaser’s back-up security interest granted pursuant to Section 2.1(c), and (v) enable Purchaser to exercise or enforce any of Purchaser’s rights under the Transaction Documents. (b) Without limiting Seller and Purchaser shall cooperate and provide assistance as reasonably requested by the generality of Section 8.1(aother Party hereto, at such other Party’s expense (except as otherwise set forth herein), each party hereto in connection with any litigation, arbitration, investigation or other proceeding (other than the Shareholders’ Representative) agrees whether threatened, existing, initiated or contemplated prior to, and shall cause on or after the date hereof) to which the other Party hereto, any of its Affiliates or controlling Persons or any of their respective Affiliates todirectors, make officers, equity-holders, controlling persons, managers, agents or employees is or may become a party or is or may become otherwise directly or indirectly affected or as promptly as practicable to which any filings such Persons have a direct or notifications required indirect interest, in each case relating to be made by it under any other applicable antitrustTransaction Document, competitionthe Purchased Royalty Payments, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority transactions described herein or therein, but in all cases excluding any additional information and documentary material that may be requested litigation (i) brought by such Authority pursuant to the applicable antitrust, competition, Seller (for itself or trade regulation Lawon behalf of any Seller Indemnified Party) against Purchaser or (ii) brought by Purchaser (for itself or on behalf of any Purchaser Indemnified Party) against Seller. (c) Subject Seller and Purchaser shall comply with all Applicable Laws with respect to the Transaction Documents, the Purchased Royalty Payments, the License Agreements, and all ancillary agreements related thereto. (d) Seller shall not enter into any contract, agreement or other legally binding arrangement (whether written or oral), or grant any right to any other Person, in each case that would (i) conflict with the Transaction Documents or the rights granted to Purchaser hereunder or thereunder, (ii) impair Seller’s ability to perform its obligations under the Transaction Documents, (iii) serve or operate to limit, circumscribe or impair any of Purchaser’s rights under the Transaction Documents (or Purchaser’s ability to exercise any such rights), or (iv) result in an Adverse Change. (e) Seller will take Commercially Reasonable Efforts to enter into license agreements with appropriate Third Parties covering the Terminated Novartis Licensed Products and Palobiofarma Products and/or develop them internally. In addition, Seller will not sell the rights to research, develop, commercialize or otherwise exploit any of the Palobiofarma Products or any of the Terminated Novartis Licensed Products without (i) non-binding consultation with Purchaser and (ii) making Commercially Reasonable Efforts to provide Purchaser with royalty payment terms (on an as-combined basis) no less favorable than those provided hereunder on a Product-by-Product basis corresponding to the amount of Novartis Royalty Payments for any Terminated Novartis Licensed Products and the amount of Palobiofarma Royalty Payments for any Palobiofarma Products. To the extent that Seller enters into a Palobiofarma License Agreement or a New License Agreement, it will make Commercially Reasonable Efforts to ensure that such License Agreement includes provisions (i) requiring the applicable LawLicensee to make Palobiofarma Royalty Payments directly to Purchaser which payments will be made separately from, and in addition to, any payments required to be made to Seller thereunder, and (ii) that convey to Purchaser shared rights in any rights of Seller under such License Agreement (1) to request inspection of or to audit or otherwise review the books, records and accounts of such applicable Licensee, and to receive any related audit reports, (2) to receive reports, worksheets, notices and other associated information, (3) to enforce any rights with respect to the Palobiofarma Royalty Payments (including with respect to any development, commercialization or similar obligations of such applicable Licensee), including without limitation the right to xxx third parties for actual or threatened infringement of any rights relating to any Product IP Rights, (4) to make any indemnification claim against such Licensee and (5) to sell, assign, pledge or otherwise transfer the foregoing, in whole or in part, and the payments, proceeds and income of, and the rights to enforce, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsforegoing.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party (other than the Shareholders’ Representative) hereto shall use its commercially reasonable 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 or parties in doing, all things necessary necessary, proper or desirable under applicable Laws, or as reasonably requested by the other parties, advisable to consummate and implement expeditiously make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby and by the Related Agreements. In furtherance and not in limitation of the foregoing, each of the transactions contemplated by this Agreement, including using Company and Parent shall use commercially reasonable best efforts to (i) as promptly as practicable, obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute Approvals and deliver all notices (including notification under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act (“HSR Act”) and others referred to in Section 3.6 hereof and any additional instruments referred to in Section 3.6 of the Company Disclosure Schedule) necessary to consummate the transactions contemplated by this Agreement. The parties hereto Agreement and the Related Agreements, (ii) make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and (iii) furnish all information required for any application or other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may filing to be necessary made pursuant to any Law or desirable any applicable Regulations of any Governmental Authority in order to consummate or implement expeditiously each of connection with the transactions contemplated by this Agreement. (b) Without limiting Agreement and the generality Related Agreements. In furtherance and not in limitation of Section 8.1(a)the foregoing, each party hereto (other than shall make an appropriate filing of a Notification and Report Form pursuant to the Shareholders’ Representative) agrees toHSR Act, and shall cause its respective Affiliates to, make with respect to the transactions contemplated by this Agreement as promptly as practicable any filings or notifications required following the date of this Agreement (and the parties shall use reasonable efforts to be made by it under any other applicable antitrustmake such filing within ten (10) days after the date hereof). In addition, competition, or trade regulation Law and to each party shall supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrustHSR Act (subject to Section 6.3(c) below). (b) Notwithstanding anything herein to the contrary, competitionneither Parent nor any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) shall be under any obligation to, nor, without Parent’s prior written consent, shall the Company or its Subsidiary make proposals, execute, agree or consent to or carry out agreements or submit to (i) any Order or other commitment providing for the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets, rights or categories of assets or rights of Parent, the Company or any of their Affiliates, the holding separate of any capital stock of any such Persons or imposing or seeking to impose any limitation on the ability of Parent, the Company or any of their Affiliates to own such assets or rights or to acquire, hold or exercise full rights of ownership of capital stock of the Company. If the Company shall fail to obtain any Approval required of a third Person with respect to the transactions contemplated hereby, then the Company shall use its commercially reasonable efforts, and will take any such actions reasonably requested by Parent, to limit the adverse effect upon the Company and Parent, Parent’s Subsidiaries, and their respective businesses resulting, or trade regulation Lawwhich would result after the Effective Time, from the failure to obtain such consent. (c) Subject to applicable Law, each In connection with any of the Company and Purchaser agrees to filings or efforts listed in clauses (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, through (iii) keep of Section 6.3(a), Parent and the other apprised of the status of matters relating to the completion of the transactions contemplated by this AgreementCompany will reasonably cooperate with each other, including promptly furnishing each other any information reasonably requested by the other with other, and provide copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect all filings to such transactions, (iv) permit the other party and its advisors. Subject to review and incorporate any applicable Law or Order, each party to this Agreement shall promptly notify the other party’s reasonable comments in parties to this Agreement of any communication that it or any of its Affiliates receives from any Governmental Authority relating to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery the matters that are the subject of this Agreement and the consummation transactions contemplated hereby and permit the other parties to this Agreement and their respective advisors a reasonable opportunity to review and comment in advance upon any proposed communication with any Governmental Authority. In addition, the parties will consult with each other and consider in good faith the other parties’ suggestions in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and proposals made or submitted to any Governmental Authority with respect to this Agreement and the transactions contemplated hereby. (d) In addition, without limiting Section 6.3(a), each party hereto shall use its commercially reasonable efforts to satisfy or cause to be satisfied all of the conditions precedent set forth in ARTICLE VII that are applicable to it and to cause the transactions contemplated by this Agreement and the Related Agreements to be consummated. (ve) to Each party hereto, at the extent reasonably practicablereasonable request of another party hereto, consult with shall promptly execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the other in advance consummation of this Agreement, the Related Agreements and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend hereby and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsthereby.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to Upon the terms and subject to the conditions of this Agreementhereof, Sellers and Buyer each party (other than the Shareholders’ Representative) shall agree to use its their respective commercially reasonable efforts in good faith to take, take or cause to be taken, taken all actions and to do, or cause to be done, all things necessary necessary, proper or desirable under applicable Laws, or as reasonably requested by advisable to ensure that the other parties, conditions set forth in Article 7 and 8 are satisfied and to consummate and implement expeditiously each of make effective the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals Agreement and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver Related Documents insofar as such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreementmatters are within their respective control. (b) Without limiting Except as otherwise expressly provided for in this Agreement, the generality of Section 8.1(a)Parties shall provide such information and cooperate fully with each other in making such applications, each party hereto (filings and other than submissions which may be required or reasonably necessary in order to obtain all approvals, consents, authorizations, releases and waivers as may be required under this Agreement and the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make Related Documents as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable conditions to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation LawParties’ Closing obligations. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance Except as the other may reasonably request otherwise expressly provided for in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, the Parties shall promptly take all actions necessary to make each filing, including promptly furnishing the other with copies any supplemental filing, which any of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to them may be given by it to any Authority with respect to any filings required to be made with, make with any Governmental Agency as a condition to or action or nonactions, waivers, expirations or terminations consequence of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement or any Related Document. (d) On or prior to the Closing, the Parties shall execute and deliver to each other the Related Documents to which they are a party. (ve) Sellers shall, to the extent reasonably practicablepermitted by applicable Law, consult use their commercially reasonable efforts to assist and cooperate with Buyer in making such arrangements as would permit the other in advance continued sales of alcoholic beverages by the Acquired Companies at the Resorts following the Closing and not participate in any meeting or discussion relating pending the issuance of new liquor licenses to the Acquired Companies reflecting the transactions contemplated by this Agreement, either including assisting with transfer applications; and (ii) in person or causing the transfer of other operational permits used in the operations of the Acquired Companies’ businesses. (f) Subject to compliance by telephone, Sellers with any Authority proprietary rights, confidentiality or applicable laws, regulations or agreements, Sellers shall transfer, or shall cause to be transferred, to each Acquired Company, at or prior to the Closing, all data and all right, title and interest to such data that relates exclusively to such Acquired Company and is maintained in connection with electronic format including, without limitation, marketing data and customer lists (including skiers and lodging guests) for the proposed transactions unless it gives past three years, and shall not retain any of such data for the use of Sellers or for any other party the opportunity to attend and observereason; provided, however, that Sellers shall use their respective commercially reasonable efforts to transfer to each Acquired Company any such data that does not relate exclusively to such Acquired Company to the extent such data can be segregated from information relating to the Acquired Companies that is not otherwise subject to a proprietary rights, confidentiality or similar agreement. (g) To the extent the Acquired Companies shall not be able to continue to use any of the licenses set forth on Schedule 9.6(g) after the Closing, Sellers agree to use their commercially reasonable efforts to assist the Acquired Companies in each of clauses (iii) and (iv) above, that materials may be redacted (A) replacing such licenses and/or to remove references concerning provide the valuation Acquired Companies with the benefits of such party and its Affiliates, (B) licenses including allowing such Acquired Company to act as necessary sub-licensee to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsthe extent the underlying license permits.

Commercially Reasonable Efforts; Further Assurances. (a) Subject Each Investor, severally but not jointly, and Parent, shall cooperate with each other and use (and shall cause their respective Affiliates to the terms and conditions of this Agreement, each party (other than the Shareholders’ Representativeuse) shall use its their respective commercially reasonable efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be done, done all things necessary necessary, proper or desirable advisable under all applicable Laws, or as reasonably requested by the other parties, Contracts and Legal Requirements to consummate and implement expeditiously each of make effective the transactions contemplated by this AgreementCollective Transactions as soon as practicable, including using reasonable best efforts preparing and filing as promptly as practicable all documentation to (i) obtain effect all necessary actionsnotices, nonactions, reports and other filings and to obtain as promptly as practicable all waivers, consents, approvals registrations, approvals, permits and authorizations necessary or advisable to be obtained from CMS and/or any other authorizations from all applicable Authorities prior Governmental Authority or other third party (hereinafter referred to as "Consents") and to lift any injunction or other legal bar to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary transactions contemplated hereby in order to consummate the transactions contemplated hereby as promptly as practicable. All costs incurred in connection with obtaining such Consents, including CMS consent fees and expert consultant fees, shall be borne by this AgreementParent. The parties hereto (other than the Shareholders’ Representative) HSR filing fees shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated borne by this Agreement. (b) Parent. Without limiting the generality of Section 8.1(a)foregoing, each party hereto (other than the Shareholders’ Representative) agrees toInvestor, severally but not jointly, and shall Parent, undertakes and agrees to file (or cause its their respective Affiliates toto file, as applicable) as soon as practicable, and in any event prior to fifteen (15) Business Days after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"). Each Investor, severally but not jointly, and Parent, agrees to make appropriate filings with all appropriate Governmental Authorities, including insurance regulators, other competition authorities and CMS (or cause their respective Affiliates to make such filings, as applicable) with respect to the Collective Transactions promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law after the date of this Agreement and to shall supply as promptly as practicable to the appropriate Authority such Governmental Authorities any additional information and documentary material that may be requested by in connection therewith. Each Investor, severally but not jointly, and Parent, agrees to (and to cause their respective Affiliates to) respond as promptly as practicable to any inquiries received from such Governmental Authorities for additional information or documentation and to all inquiries and requests received from any other Governmental Authority pursuant in connection with Consents. (b) Parent shall (and shall cause its Affiliates to) offer to the applicable take (and if such offer is accepted, commit to take) all reasonable steps to avoid or eliminate impediments under any antitrust, competition, or trade regulation LawLegal Requirement that may be asserted by the FTC, the Antitrust Division or any other Governmental Authority with respect to the Collective Transactions so as to enable the Closing to occur as expeditiously as possible; provided, however, that nothing in this Agreement will require, or be deemed to require, Parent to agree to or effect any divestiture. In addition, nothing in this Agreement will require or be deemed to require Parent to take any other action (including agreeing to any requirements or conditions to be imposed in order to obtain CMS or insurance regulatory consents or approvals, including those listed on Schedule 6.1(b) hereto) if in the reasonable judgment of Parent doing so would be materially detrimental to the business conducted by Parent or MemberHealth taken as a whole. Subject to the foregoing sentence, Parent shall cooperate in a reasonable manner with the Investors in connection with Investors' efforts to seek consents and approvals from Governmental Authorities in connection with the Transactions (including by keeping the Investors informed on a reasonably current basis of the status of such efforts and using its commercially reasonable efforts to permit the representatives of the Investors to attend any meetings between Parent's representatives and Governmental Authorities). (c) Subject to applicable LawIn the event any claim, each action, suit, investigation or other proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the Company transactions contemplated hereby or seeks damages in connection therewith, the Investors, severally but not jointly, and Purchaser agrees Parent, agree to cooperate and use commercially reasonable efforts to defend against such claim, action, suit, investigation or other proceeding and, if an injunction or other order is issued in any such action, suit or other proceeding, to use commercially reasonable efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the Collective Transactions. (d) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.5 shall (i) cooperate and consult with limit any applicable rights the other regarding obtaining and making all notifications and filings with AuthoritiesInvestors may have to terminate this Agreement pursuant to Article 7, (ii) furnish require any Investor to offer, accept or agree to (A) dispose or hold separate any businesses, assets or operations and/or (B) restrict the other manner in which, or whether, such information and assistance as the other Investor or any of its Affiliates may reasonably request carry on business or compete in connection with its preparation any geographic area or line of any notifications business, or filings, (iii) keep the other apprised of the status of matters relating obligate any Investor to litigate or threaten any litigation. (e) Parent shall provide to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with Investors copies of notices any application or other communications received by such party fromcommunication, or given by such party towhich references the Investors, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority Governmental Authorities in connection with the proposed transactions unless it gives Merger Agreement in advance of filing or submission thereof, and Parent shall provide the other party the Investors a reasonable opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may comment upon or modify any such reference as to the Investors. Parent's consent to accepting such comment or modification shall not be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsunreasonably withheld.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, Buyer and Seller will each party (other than the Shareholders’ Representative) shall use its their commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things reasonably necessary or desirable under applicable Laws, or as reasonably requested by the other parties, Law to consummate and implement expeditiously each of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality In furtherance and not in limitation of Section 8.1(a7.01(a), each party hereto Buyer and Seller agree to make appropriate filings pursuant to applicable Antitrust Laws, including a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within the later of (other than i) five (5) Business Days after the Shareholders’ Representativedate hereof and (ii) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law one (1) Business Day after the Consent Delivery Date and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the HSR Act and to take all other commercially reasonable actions (but not involving the sale of any assets) necessary to cause the expiration or termination of the applicable antitrustwaiting periods under the HSR Act as soon as practicable. Buyer and Operating Company shall each pay one-half (1/2) of all HSR Act filing fees, competition, or trade regulation Lawirrespective of whether the transactions contemplated by this Agreement are consummated. (c) Subject to applicable LawAlso in furtherance and not in limitation of Section 7.01(a), Buyer and Seller shall each prepare and file with the FCC as soon as practicable but in no event later than the later of the Company and Purchaser agrees to (i) cooperate five (5) Business Days after the date hereof and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish one (1) Business Day after the Consent Delivery Date, the requisite applications (the “FCC Application”) and other necessary instruments or documents requesting the FCC Consent and thereupon prosecute such applications with all reasonable diligence to obtain the other such information requisite FCC Consent; provided, however, except as provided in the following sentence, neither Buyer, FCC Licensees nor Seller shall be required to pay consideration to any third party to obtain the FCC Consent. Buyer and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, Operating Company shall each pay one-half (iii1/2) keep the other apprised of the status of matters FCC filing fees relating to the completion transactions contemplated hereby, irrespective of whether the transactions contemplated by this AgreementAgreement are consummated. Buyer and Seller shall each oppose any petitions to deny or other objections filed with respect to the FCC Applications to the extent such petition or objection relates to such party. Neither Seller nor Buyer shall take any intentional action that would, or intentionally fail to take any action the failure of which to take would, reasonably be expected to have the effect of materially delaying the receipt of the FCC Consent. Buyer and Seller shall each promptly enter into customary tolling or other arrangements if necessary and requested by the FCC to resolve any complaints with the FCC relating to any of the FCC Licenses, and, subject to the indemnification obligation set forth in Section 12.03(a)(iii), Buyer agrees to accept liability in connection with any enforcement action by the FCC with respect to such complaints if so requested by the FCC as part of such tolling or other arrangements. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement under Article XI, Buyer, Operating Company and the FCC Licensees shall each jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of either party to exercise its rights under Article XI. (d) In connection with the efforts referenced in Section 7.01(a), Section 7.01(b), and Section 7.01(c) to obtain (i) all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law and (ii) the FCC Consent, Buyer, Operating Company and the FCC Licensees shall (x) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including promptly furnishing any proceeding initiated by a private party, (y) keep the other with copies party informed in all material respects of notices or other communications any material communication received by such party from, or given by such party to, any third party the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”), the FCC or any other Governmental Authority and of any material non-confidential portions of any communication received or given in connection with respect to such transactions, any proceeding by a private party and (ivz) permit the other party to review and incorporate the other party’s reasonable comments in any material non-confidential portions of any communication to be given by it to, and consult with each other in advance of and be permitted to attend any Authority with respect to any filings required to be made meeting or conference with, the FTC, the DOJ, the FCC or action or nonactionsany such other Governmental Authority or, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation any proceeding by a private party, with any other Person, in each case regarding any of the transactions contemplated by this Agreement. (e) Buyer shall use its reasonable best efforts to have sufficient cash, available lines of credit or other sources of immediately available funds to enable it to make the timely payment of the Purchase Price and any other amounts to be paid by it in accordance with this Agreement and the Ancillary Agreements, as the case may be, at the Closing. (vf) to the extent reasonably practicable, consult with the other Also in advance of furtherance and not participate in any meeting or discussion relating to the transactions contemplated by this Agreementlimitation of Section 7.01(a), either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) Seller shall prepare and file the notice of a reportable event referred to remove references concerning in Section 3.03 at least thirty (30) days prior to the valuation of such party Closing Date and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable LawsSeller shall prepare and file, within the later of (i) five (5) Business Days after the date hereof and (ii) one (1) Business Day after the Consent Delivery Date, a motion seeking the Bankruptcy Court Approval and requesting an expedited hearing on ten (10) days’ notice, and shall use commercially reasonable efforts to obtain the Bankruptcy Court Approval within thirty (C30) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsdays of the Consent Delivery Date.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to Each of the terms and conditions of this Agreement, each party parties (other than the Shareholders’ Securityholder Representative) shall use its all commercially reasonable efforts to take, or cause to be taken, all actions and appropriate action to do, or cause to be done, all things necessary necessary, proper or desirable advisable under applicable Laws, Law or as reasonably requested by the other parties, otherwise to consummate and implement expeditiously each of make effective the transactions contemplated by this AgreementAgreement and the Ancillary Agreements to which it is a party as promptly as practicable, including using reasonable best efforts to (i) obtain from Governmental Authorities and other Persons all necessary actions, nonactions, waivers, consents, approvals approvals, authorizations, qualifications and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments orders as are necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (vii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or under applicable Law (to the extent reasonably practicablesuch filings have not already been made prior to the date hereof) and (iii) have vacated, consult with lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the other in advance consummation of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement and the Ancillary Agreements. In furtherance and not in limitation of the foregoing, the Company shall permit the Parent reasonably to participate in the defense and settlement of any claim, suit or cause of action filed after the date of this Agreement relating to this Agreement, either the Merger or the other transactions contemplated hereby, and the Company shall not settle or compromise any such claim, suit or cause of action without the Parent’s written consent (which shall not be unreasonably withheld, conditioned or delayed). (b) The Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to give promptly such notice to third parties and obtain such third party consents and estoppel certificates as the Parent may in person its reasonable discretion deem necessary or by telephone, with any Authority desirable in connection with the proposed transactions unless it gives contemplated by this Agreement and the Ancillary Agreements. The Parent shall cooperate with and assist the Company in giving such notices and obtaining such consents and estoppel certificates; provided, however, that the Parent shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Parent in its reasonable discretion may deem adverse to the interests of the Parent or the Company or any of its Subsidiaries. (c) The Parent, Merger Sub and the Company, pursuant to Section 721 of the Defense Production Act of 1950, as amended, have prepared and filed with CFIUS a draft joint voluntary notice and a formal joint voluntary notice in connection with the transactions contemplated hereby. Parent, Merger Sub and the Company shall each use respective commercially reasonable efforts to: (i) promptly inform the other party parties of any material communication received from or provided to CFIUS; (ii) permit the other parties to review in advance and provide comments on any communication to be submitted to CFIUS; (iii) provide the other parties with the opportunity to attend and observeparticipate in any meetings or conferences with CFIUS; provided, however, in each of clauses (iii) and (iv) aboverespond to all inquiries received from CFIUS or any member of CFIUS for additional information or documentation within the time period permitted by CFIUS or the relevant CFIUS member agency; and (v) assist and cooperate with each other to obtain CFIUS Approval as promptly as reasonably practicable. (d) Notwithstanding anything herein to the contrary, the Parent shall not be required by this Section 5.9 to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that materials may be redacted would (Ai) require the divestiture of any assets of the Parent, the Company or any of their respective Affiliates or (ii) limit the Parent’s freedom of action with respect to, or its ability to remove references concerning consolidate and control, the valuation of such party Company and its Subsidiaries or any of their assets or businesses or any of the Parent’s or its Affiliates, (B) as necessary to comply with contractual arrangements ’ other assets or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsbusinesses.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each party (other than the Shareholders’ Representative) Seller, the Principals and the Purchaser shall use its commercially reasonable efforts to take, take or cause to be taken, taken all actions and to donecessary, or cause to be done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, to consummate and implement expeditiously each of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than Agreement or the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this AgreementAncillary Agreements. (b) Without limiting The Seller, the generality of Section 8.1(a)Principals and the Purchaser shall (i) as soon as practicable after the date hereof, each party hereto (other than A) file (or cause to be filed) such notices, registrations and requests as may be required with any Governmental Authority to consummate the Shareholders’ Representative) agrees totransactions contemplated hereby, and shall cause its respective Affiliates to(B) use commercially reasonable efforts to perform all tasks necessary to obtain all Governmental Approvals necessary to consummate the transactions contemplated hereby, make and (ii) furnish the other parties with copies of all such documents (except documents or portions thereof for which confidential treatment has been requested or given) and correspondence (A) prepared for submission to any Governmental Authority and (B) received from any Governmental Authority, and (iii) use commercially reasonable efforts to consult with the other parties as promptly as practicable to the status of such matters. To the extent that any filings or notifications required document to be made filed by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable party contains any significant information relating to the appropriate Authority other parties or to the Company, prior to submitting document to any additional Governmental Authority, such party will permit the other parties to review such information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Lawwill consider in good faith their suggestions with respect thereto. (c) Subject The Seller, the Principals and the Purchaser shall use commercially reasonable efforts to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining parties in the preparation, filing and making all notifications and filings resolution of any applications, notices or registrations with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request Governmental Authorities in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to including, without limitation, the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsRecapitalization).

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms Purchaser and conditions of this Agreement, Seller will each party (other than the Shareholders’ Representative) shall use its their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties to this Agreement in doing, all things necessary or desirable under applicable LawsLaw to consummate, or as reasonably requested by in the other partiesmost expeditious manner practicable, to consummate and implement expeditiously each of the transactions contemplated by this AgreementAgreement and the Transaction Agreements. Seller and Purchaser shall, including using and shall cause their respective Affiliates, agents and employees to, consult and cooperate with one another to facilitate and effect an orderly and efficient transition of the Business, the Purchased Assets and the Assumed Liabilities from Seller to Purchaser. (b) If any party to this Agreement shall following the Closing have in its possession any asset or right that under this Agreement should have been delivered to the other, such party shall promptly deliver such asset or right to the other. (c) Purchaser and Seller will each use their commercially reasonable best efforts to to: (i) obtain prepare, as soon as practicable, all necessary actions, nonactions, waivers, consents, approvals filings and other authorizations presentations in connection with seeking the Required Regulatory Approval, exemption or other consent, approval or authorization from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments Governmental Authority necessary to consummate the transactions contemplated by this Agreement and the Transaction Agreements; (ii) prosecute such filings and other presentations with diligence; and (iii) oppose any objections to, appeals from or petitions to reconsider or reopen any such approval by Persons not party to this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute Purchaser and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary Seller will use their commercially reasonable efforts to facilitate obtaining any final order or desirable in order to consummate or implement expeditiously each of orders approving the transactions contemplated by this Agreement. (b) Without limiting Agreement and the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competitionTransaction Agreements, or trade regulation Law and to supply as promptly as practicable remove any impediment to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each consummation of the Company transactions contemplated hereby and thereby. Purchaser agrees and Seller will use their commercially reasonable efforts to (i) cooperate and consult with the other regarding obtaining and making furnish all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with the approvals of or filings with regard to the Required Regulatory Approval with any Governmental Authority or any other consent, approval or authorization from any Governmental Authority, and will promptly cooperate with and furnish information in connection with any such requirements imposed upon Purchaser or any of its preparation of Affiliates in connection with this Agreement and the Transaction Agreements and the transactions contemplated hereby and thereby. Purchaser and Seller will use their commercially reasonable efforts to obtain the Required Regulatory Approval, or any notifications or filingsexemption thereto, (iii) keep the other apprised and will use their commercially reasonable efforts to remove any impediment imposed by any Governmental Authority to allow consummation of the status transactions contemplated hereby. Absent willful breach of matters relating its covenants contained in this Agreement, Seller shall not have any Liability for the failure to obtain the completion of Required Regulatory Approval or other consent, approval or authorization in connection with the transactions contemplated by this Agreement, including promptly furnishing Agreement and the Transaction Agreements. Purchaser and Seller will each advise the other with copies party promptly of notices or other communications any material communication received by such party fromor any of its Affiliates from the Federal Trade Commission, or given by such party toDepartment of Justice, any third party state attorney general or any other Governmental Authority with respect to such transactions, (ivincluding any Mexican Governmental Authority) permit the other party to review and incorporate the other party’s reasonable comments in regarding any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and the Transaction Agreements, and of any understandings, undertakings or agreements (voral or written) such party proposes to the extent reasonably practicable, consult make or enter into with the Federal Trade Commission, Department of Justice, any state attorney general or any other Governmental Authority (including any Mexican Governmental Authority) in advance of connection with the transactions contemplated hereby and not thereby. Neither Seller nor Purchaser will independently participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Governmental Authority in respect of any findings or inquiry in connection with the proposed transactions unless it gives contemplated hereby without giving the other party prior notice of the meeting and the opportunity to attend and observe; provided, howeverand/or participate, in each case, unless prohibited by the Governmental Authority. Seller and Purchaser will consult and cooperate with one another in connection with any information or proposals submitted in connection with proceedings under or relating to the HSR Act in connection with the transactions contemplated hereby. Each of clauses (iii) Purchaser and (iv) aboveSeller shall promptly, that and in no event later than May 30, 2014, complete and deliver the materials may be redacted (A) required from each such party to remove references concerning notify the valuation U.S. Department of State of the proposed transaction pursuant to the International Traffic in Arms Regulations, and each party shall provide the other with proof of delivery to the State Department, indicating the date of delivery, of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsparty’s portion of the notification.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each party (other than the Shareholders’ Representative) Buyer, the Acquisition Sub and the Sellers shall use its their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, or as reasonably requested by to cause the other parties, conditions set forth in Article 9 to consummate be satisfied and implement expeditiously each of the transactions contemplated by this AgreementAgreement to be consummated, in each case as promptly after the date hereof as practicable. Without limiting the generality of the foregoing, the parties hereto shall give all notices to and make all required filings with or applications to Governmental Authorities, and use their commercially reasonable efforts to obtain all consents and approvals of all third parties, including using reasonable best efforts Governmental Authorities, required for them to (i) obtain all necessary actionsconsummate, nonactionsor as a result of their consummation of, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by hereby. Except as otherwise expressly set forth in this Agreement, neither the Sellers nor the Company on the one hand, nor the Buyer nor the Acquisition Sub on the other hand shall have any obligation to pay any material amounts or incur any material liability or obligation to any third party as a condition or inducement for obtaining any consents described on Schedule 9.01(c). The parties hereto (other than Each of the Shareholders’ Representative) shall Sellers, the Company, the Buyer and the Acquisition Sub agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. From time to time, as and when requested by any party hereto and at such party's expense, any other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other party may reasonably deem necessary or desirable to evidence and effectuate the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of set forth in this Agreement, each party (other than and to applicable Laws, during the Shareholders’ Representative) Pre-Closing Period, the Parties shall cooperate and use its their respective commercially reasonable efforts to take, or cause to be taken, all actions appropriate action (including executing and to delivering any documents, certificates, instruments and other papers that are necessary for the consummation of the transactions contemplated by this Agreement), and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, to consummate and implement expeditiously each of make effective, in the transactions contemplated by this Agreementmost expeditious manner practicable, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than No Party shall willfully take any action that would have the Shareholders’ Representative) shall execute and deliver such other documentseffect of delaying, certificates, agreements and other writings and take such other actions as may be necessary impairing or desirable impeding in order to consummate or implement expeditiously each any material respect the consummation of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees toThe Company shall use its commercially reasonable efforts, and the Buyer shall cause its respective cooperate in all reasonable respects with the Company, to solicit and obtain the consents of the Persons who are parties to the Contracts listed on Section 5.1 of the Company’s Disclosure Letter prior to the Closing; provided, however, that no Party nor any of their Affiliates to, make as promptly as practicable any filings or notifications shall be required to be made by it under pay or commit to pay any other applicable antitrust, competition, amount to (or trade regulation Law and to supply as promptly as practicable to the appropriate Authority incur any additional information and documentary material that obligation in favor of) any Person from whom any such consent may be requested by required (unless such Authority payment is required in accordance with the terms of the relevant Contract requiring such consent). Any payment pursuant to the applicable antitrust, competition, or trade regulation Lawforegoing proviso shall be a Transaction Expense (which payment shall be treated as a Company Transaction Expense hereunder). (c) Subject The Buyer acknowledges that certain consents and waivers with respect to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third Agreement may be required from parties to Contracts to which an OppFi Company is party or any Authority with respect to by which it or its assets are otherwise bound and that such transactions, (iv) permit the other party to review consents and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to waivers may not be obtained from, prior to Closing and that receipt of any such Authority consent shall in connection with execution and delivery of this Agreement and no event be a condition to the consummation of the transactions contemplated by this Agreement and (v) hereby. The Company shall not have any liability whatsoever to the extent reasonably practicable, consult with the other in advance Buyer arising out of and not participate in any meeting or discussion relating to the failure to obtain any such consents or the termination of any Contract as a result of the transactions contemplated by this Agreementhereby. The Buyer acknowledges that no representation, either in person warranty or by telephonecovenant of the Company contained herein shall be breached or deemed inaccurate or breached, with and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; providedsuch consent or waiver, however(ii) any such termination, in each of clauses or (iii) and (iv) above, that materials may be redacted (A) any Proceeding commenced or threatened by or on behalf of any Person arising out of or relating to remove references concerning the valuation of failure to obtain any such party and its Affiliates, (B) as necessary to comply with contractual arrangements consent or applicable Laws, and (C) as necessary to address reasonable attorney-client waiver or other privilege or confidentiality concernsany such termination.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreementherein provided, each party (other than of the Shareholders’ Representative) parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions action, and to do, or cause to be done, all things necessary reasonably necessary, proper or desirable advisable under applicable Laws, or as reasonably requested by the other parties, laws and regulations to consummate and implement expeditiously each make effective the transactions contemplated by this Agreement. Each of the Company, the Principal Shareholders and Parent and Newco will use their respective commercially reasonable efforts to obtain consents of all Governmental Authorities and third parties necessary to the consummation of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals . All costs incurred in connection with obtaining such consents shall be borne by the Parent and other authorizations from all applicable Authorities prior treated in accordance with Section 10.4; except that each party shall pay their own HSR Act filing fee. Each of the Parent and the Company has made an appropriate filing pursuant to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary HSR Act with respect to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and each such party shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority Governmental Authorities any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrustHSR Act. Without limitation of the foregoing, competitionthe Company, Newco and their respective Affiliates shall not extend any waiting period or trade regulation Lawcomparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto. (cb) Subject to applicable LawIn the event any claim, each action, suit, investigation or other proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the Company and Purchaser agrees Merger or any of the other transactions contemplated hereby or seeks damages in connection therewith, the parties agree to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authoritiesuse commercially reasonable efforts to defend against such claim, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filingsaction, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreementsuit, including promptly furnishing the other with copies of notices investigation or other communications received by such party fromproceeding and, if an injunction or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments order is issued in any communication such action, suit or other proceeding, to be given by it use commercially reasonable efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any Authority with respect other impediment to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and hereby; provided that in no event shall Parent or any of its Affiliates be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (vtangible or intangible) to or any business interest of it or any of its Affiliates (including, without limitation, the extent reasonably practicable, consult with Surviving Corporation or any of the other in advance Subsidiaries after consummation of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority Merger) in connection with or as a condition to receiving the proposed transactions unless it gives consent or approval of any Governmental Authority (including, without limitation, under the other party HSR Act). (c) The Company and each Principal Shareholder, as applicable, shall give prompt written notice to Parent and Newco of (i) the opportunity occurrence, or failure to attend occur, of any event which occurrence or failure would cause any representation or warranty of the Company contained in the Merger Documents to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time or that will result in the failure to satisfy any of the conditions specified in Article VI and observe; provided, however, in each such written notice shall specify the representation or warranty so breached (provided that such notice shall not be deemed to cure the breach of clauses (iiiany such representation or warranty or amend and/or supplement the schedule related to such representation or warranty) and (ivii) aboveany failure of the Company or such Principal Shareholder, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliatesas applicable, (B) as necessary to comply with contractual arrangements or applicable Lawssatisfy any covenant, condition or agreement to be complied with or satisfied by it under the Merger Documents. (d) Parent or Newco shall give prompt written notice to the Company of (i) the occurrence, or failure to occur, of any event which occurrence or failure would cause any representation or warranty of Parent or Newco contained in the Merger Documents to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time or that will result in the failure to satisfy any of the conditions specified in Article VI and such written notice shall specify the representation or warranty so breached (provided that such notice shall not be deemed to cure the breach of any such representation or warranty or amend and/or supplement the schedule related to such representation or warranty) and (Cii) as necessary any failure of Parent or Newco to address reasonable attorney-client comply with or other privilege satisfy any covenant, condition or confidentiality concernsagreement to be complied with or satisfied by either of them under the Merger Documents.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreementherein provided, each party (other than of the Shareholders’ Representative) Parties shall use its commercially reasonable efforts to take, or cause to be taken, all actions action, and to do, or cause to be done, all things necessary reasonably necessary, proper or desirable advisable under applicable Laws, or as reasonably requested by the other parties, Laws and regulations to consummate and implement expeditiously each make effective the Transaction, including to cause (to the extent within the control of such Party) any condition to the obligations of the transactions contemplated by this Agreement, including using other Parties to consummate the Transaction set forth in Section 4.2 to be satisfied. Each of the Parties shall use their respective commercially reasonable best efforts to obtain the Required Consents; however, no Party shall be obligated to make any payments to obtain such authorizations, consents, waivers and approvals or to cause such actions to be taken other than, in connection with obtaining such Consents and the taking of such actions, (x) the payment of its or their own expenses, (y) the reimbursement of the out-of-pocket expenses of other parties to Contracts under which such Consents and the taking of such actions are necessary, or (z) the payment of document review fees, processing fees and charges, legal fees and other amounts required under the terms of any Contract. (b) Each Party shall give prompt written notice to the other Parties of (i) obtain all necessary actionsthe occurrence, nonactionsor failure to occur, waiversof any event which occurrence or failure would cause any representation or warranty of such Party, consentsas the case may be, approvals contained herein or in the Transaction Documents to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time or that will result in the failure to satisfy any of the conditions specified in Section 4.2 (provided that such written notice (x) shall specify the representation or warranty so breached and other authorizations from all applicable Authorities (y) in the case of the representations and warranties of Bxxxxxx Shareholders, will not be deemed to amend the Disclosure Schedules attached hereto unless so accepted as such by H&E in writing prior to the Effective Time, but any such written acceptance shall be deemed to cure the breach of any such representation or warranty and amend and/or supplement the Disclosure Schedule related to such representation or warranty), and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation failure of such party and its Affiliates, (B) as necessary Party to comply with contractual arrangements or applicable Lawssatisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder or under the Transaction Documents. Bxxxxxx and (C) as necessary Bxxxxxx Shareholders shall give prompt written notice to address reasonable attorney-client or other privilege or confidentiality concernsH&E of any development which could reasonably be expected to have a Material Adverse Effect.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, Buyer and Seller will each party (other than the Shareholders’ Representative) shall use its their commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things reasonably necessary or desirable under applicable Laws, or as reasonably requested by the other parties, Law to consummate and implement expeditiously each of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality In furtherance and not in limitation of Section 8.1(a7.01(a), each party hereto (other than Buyer and Seller agree to make appropriate filings pursuant to applicable Antitrust Laws, including a Notification and Report Form pursuant to the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required HSR Act with respect to be made by it under any other applicable antitrust, competition, or trade regulation Law the transactions contemplated hereby within five Business Days after the date hereof and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the HSR Act and to take all other commercially reasonable actions (but not involving the sale of any assets) necessary to cause the expiration or termination of the applicable antitrustwaiting periods under the HSR Act as soon as practicable. Buyer and Seller shall each pay one-half (1/2) of all HSR Act filing fees, competition, or trade regulation Lawirrespective of whether the transactions contemplated by this Agreement are consummated. (c) Subject Also in furtherance and not in limitation of Section 7.01(a), Buyer and Seller each shall prepare and file with the FCC as soon as practicable but in no event later than five Business Days after the execution of this Agreement, the requisite applications (the “FCC Applications”) and other necessary instruments or documents requesting the FCC Consent and thereupon prosecute such applications with all reasonable diligence to applicable Lawobtain the requisite FCC Consent; provided, however, except as provided in the following sentence, neither Buyer nor Seller shall be required to pay consideration to any third party to obtain the FCC Consent. Buyer and Seller shall each pay one-half (1/2) of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters FCC filing fees relating to the completion transactions contemplated hereby, irrespective of whether the transactions contemplated by this AgreementAgreement are consummated. Buyer and Seller each shall oppose any petitions to deny or other objections filed with respect to the FCC Applications to the extent such petition or objection relates to such party. Neither Seller nor Buyer shall take any intentional action that would, or intentionally fail to take any action the failure of which to take would, reasonably be expected to have the effect of materially delaying the receipt of the FCC Consent. Seller shall promptly enter into customary tolling arrangements if necessary and requested by the FCC to resolve any complaints with the FCC relating to any of the FCC Licenses. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement under Article XI, Buyer and Seller shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of either party to exercise its rights under Article XI. (d) In connection with the efforts referenced in Section 7.01(a), Section 7.01(b), and Section 7.01(c) to obtain (i) all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law and (ii) the FCC Consent, Buyer and Seller shall use its commercially reasonable efforts to (x) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including promptly furnishing any proceeding initiated by a private party, (y) keep the other with copies party informed in all material respects of notices or other communications any material communication received by such party from, or given by such party to, any third party the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”), the FCC or any other Governmental Authority and of any material non-confidential portions of any communication received or given in connection with respect to such transactions, any proceeding by a private party and (ivz) permit the other party to review and incorporate the other party’s reasonable comments in any material non-confidential portions of any communication to be given by it to, and consult with each other in advance of and be permitted to attend any Authority with respect to any filings required to be made meeting or conference with, the FTC, the DOJ, the FCC or action or nonactionsany such other Governmental Authority or, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation any proceeding by a private party, with any other Person, in each case regarding any of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

Commercially Reasonable Efforts; Further Assurances. (a) Subject Each Investor, severally but not jointly, and Parent, shall cooperate with each other and use (and shall cause their respective Affiliates to the terms and conditions of this Agreement, each party (other than the Shareholders’ Representativeuse) shall use its their respective commercially reasonable efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be done, done all things necessary necessary, proper or desirable advisable under all applicable Laws, or as reasonably requested by the other parties, Contracts and Legal Requirements to consummate and implement expeditiously each of make effective the transactions contemplated by this AgreementCollective Transactions as soon as practicable, including using reasonable best efforts preparing and filing as promptly as practicable all documentation to (i) obtain effect all necessary actionsnotices, nonactions, reports and other filings and to obtain as promptly as practicable all waivers, consents, approvals registrations, approvals, permits and authorizations necessary or advisable to be obtained from CMS and/or any other authorizations from all applicable Authorities prior Governmental Authority or other third party (hereinafter referred to as “Consents”) and to lift any injunction or other legal bar to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary transactions contemplated hereby in order to consummate the transactions contemplated hereby as promptly as practicable. All costs incurred in connection with obtaining such Consents, including CMS consent fees and expert consultant fees, shall be borne by this AgreementParent. The parties hereto (other than the Shareholders’ Representative) HSR filing fees shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated borne by this Agreement. (b) Parent. Without limiting the generality of Section 8.1(a)foregoing, each party hereto (other than the Shareholders’ Representative) agrees toInvestor, severally but not jointly, and shall Parent, undertakes and agrees to file (or cause its their respective Affiliates toto file, as applicable) as soon as practicable, and in any event prior to fifteen (15) Business Days after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”). Each Investor, severally but not jointly, and Parent, agrees to make appropriate filings with all appropriate Governmental Authorities, including insurance regulators, other competition authorities and CMS (or cause their respective Affiliates to make such filings, as applicable) with respect to the Collective Transactions promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law after the date of this Agreement and to shall supply as promptly as practicable to the appropriate Authority such Governmental Authorities any additional information and documentary material that may be requested by in connection therewith. Each Investor, severally but not jointly, and Parent, agrees to (and to cause their respective Affiliates to) respond as promptly as practicable to any inquiries received from such Governmental Authorities for additional information or documentation and to all inquiries and requests received from any other Governmental Authority pursuant in connection with Consents. (b) Parent shall (and shall cause its Affiliates to) offer to the applicable take (and if such offer is accepted, commit to take) all reasonable steps to avoid or eliminate impediments under any antitrust, competition, or trade regulation LawLegal Requirement that may be asserted by the FTC, the Antitrust Division or any other Governmental Authority with respect to the Collective Transactions so as to enable the Closing to occur as expeditiously as possible; provided, however, that nothing in this Agreement will require, or be deemed to require, Parent to agree to or effect any divestiture. In addition, nothing in this Agreement will require or be deemed to require Parent to take any other action (including agreeing to any requirements or conditions to be imposed in order to obtain CMS or insurance regulatory consents or approvals, including those listed on Schedule 6.1(b) hereto) if in the reasonable judgment of Parent doing so would be materially detrimental to the business conducted by Parent or MemberHealth taken as a whole. Subject to the foregoing sentence, Parent shall cooperate in a reasonable manner with the Investors in connection with Investors’ efforts to seek consents and approvals from Governmental Authorities in connection with the Transactions (including by keeping the Investors informed on a reasonably current basis of the status of such efforts and using its commercially reasonable efforts to permit the representatives of the Investors to attend any meetings between Parent’s representatives and Governmental Authorities). (c) Subject to applicable LawIn the event any claim, each action, suit, investigation or other proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the Company transactions contemplated hereby or seeks damages in connection therewith, the Investors, severally but not jointly, and Purchaser agrees Parent, agree to cooperate and use commercially reasonable efforts to defend against such claim, action, suit, investigation or other proceeding and, if an injunction or other order is issued in any such action, suit or other proceeding, to use commercially reasonable efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the Collective Transactions. (d) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.5 shall (i) cooperate and consult with limit any applicable rights the other regarding obtaining and making all notifications and filings with AuthoritiesInvestors may have to terminate this Agreement pursuant to Article 7, (ii) furnish require any Investor to offer, accept or agree to (A) dispose or hold separate any businesses, assets or operations and/or (B) restrict the other manner in which, or whether, such information and assistance as the other Investor or any of its Affiliates may reasonably request carry on business or compete in connection with its preparation any geographic area or line of any notifications business, or filings, (iii) keep the other apprised of the status of matters relating obligate any Investor to litigate or threaten any litigation. (e) Parent shall provide to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with Investors copies of notices any application or other communications received by such party fromcommunication, or given by such party towhich references the Investors, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority Governmental Authorities in connection with the proposed transactions unless it gives Merger Agreement in advance of filing or submission thereof, and Parent shall provide the other party the Investors a reasonable opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may comment upon or modify any such reference as to the Investors. Parent’s consent to accepting such comment or modification shall not be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsunreasonably withheld.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each party (other than prior to the Shareholders’ Representative) Closing, the Purchaser and the Seller Parties shall use its use, and shall cause their Affiliates to use, commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable LawsLaw to consummate the Transactions, including: (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all material filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the Transactions; and (ii) obtaining and maintaining all material approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary to consummate the Transactions, including providing such information as may be reasonably necessary for inclusion in such approvals, consents, registrations, permits, authorizations and other confirmations; provided, however, that the Parties understand and agree that commercially reasonable efforts of any Party hereto or Affiliate thereof shall not be deemed to include (A) entering into a settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the Transactions, (B) divesting or otherwise holding separate (including by establishing a trust or otherwise), taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its or any Acquired Company’s or any of their respective Affiliates’ businesses, assets or properties or (C) requiring any Party to make financial concessions (e.g., fee reductions) to third parties or agreeing to any other structural or conduct relief or to litigate. (b) The Seller Parties and the Purchaser shall cooperate reasonably with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any Material Contracts, in connection with the consummation of the Transactions and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers. (c) The Seller Parties and the Acquired Companies shall use commercially reasonable efforts to obtain the CLO Manager Required Consents, and the Purchaser shall cooperate as reasonably requested by the other partiesSeller Parties in obtaining such consents, it being understood that if the Closing does not occur the Seller Parties and the Acquired Companies shall have no liability for the failure actually to consummate obtain the CLO Manager Required Consents so long as they use their commercially reasonable efforts to do so. (d) From and implement expeditiously each after the date of the transactions contemplated by this Agreement, including using the Seller Parties and the Acquired Companies shall use commercially reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as consents that may be necessary or desirable required in order to consummate or implement expeditiously each connection with the Transactions. Until the Closing Date, the Seller Parties and the Acquired Companies shall keep the Purchaser reasonably informed of the transactions contemplated status and outcome of any discussions that may take place with investors in securities issued by this Agreementa CLO Entity. (be) Without limiting From and after the generality date of Section 8.1(a)this Agreement, each party hereto (other than the Shareholders’ Representative) agrees to, Seller Parties and the Acquired Companies shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised Purchaser reasonably informed of the status of matters relating to the completion of the transactions contemplated by this AgreementCLO Manager Required Consents, including by promptly furnishing providing the other Purchaser with copies of notices any written materials, correspondence or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments information in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion their possession relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsthereto.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each party (other than the Shareholders’ Representative) shall Party hereto will use its commercially reasonable efforts Commercially Reasonable Efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, to consummate and implement expeditiously each of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary Applicable Law to consummate the transactions contemplated by the Transaction Documents to which Seller or Purchaser, as applicable, is party, including to (i) effect the sale transfer and conveyance of the Purchased Royalty Payments to Purchaser pursuant to this Agreement. The parties hereto , (other than the Shareholders’ Representativeii) shall execute and deliver such other documents, certificates, instruments, agreements and other writings and to take such other actions as may be necessary or desirable desirable, or reasonably requested by the other Party hereto, in order to consummate or implement expeditiously each of the transactions contemplated by this Agreementany Transaction Document to which Seller or Purchaser, as applicable, is party, (iii) perfect, protect, evidence, vest and maintain in Purchaser good, valid and marketable title in and to the Purchased Royalty Payments free and clear of all Liens (other than Permitted Liens), (iv) create, evidence and perfect Purchaser’s first priority security interest granted pursuant to Section 2.1(c), and (v) enable Purchaser or Seller to exercise or enforce any of Purchaser’s or Seller’s respective rights under the Transaction Documents. (b) Without limiting Seller and Purchaser shall cooperate and provide assistance as reasonably requested by the generality of Section 8.1(aother Party hereto, at such other Party’s expense (except as otherwise set forth herein), each party hereto in connection with any litigation, arbitration, investigation or other proceeding (other than the Shareholders’ Representative) agrees whether threatened, existing, initiated or contemplated prior to, on or after the date hereof) to which the other Party hereto, any of its Affiliates or Controlling Persons or any of their respective directors, officers, equity-holders, Controlling persons, managers, agents or employees is or may become a party or is or may become otherwise directly or indirectly affected or as to which any such Persons have a direct or indirect interest, in each case relating to any Transaction Document, the Purchased [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and shall cause its respective Affiliates to(ii) is the type that the registrant treats as private or confidential. Royalty Payments, make as promptly as practicable the Collateral or the transactions described herein or therein, but in all cases excluding any filings litigation (i) brought by Seller (for itself or notifications required to be made on behalf of any Seller Indemnified Party) against Purchaser or (ii) brought by it under Purchaser (for itself or on behalf of any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation LawPurchaser Indemnified Party) against Seller. (c) Subject Seller and Purchaser shall comply in all material respects with all Applicable Laws with respect to the Transaction Documents, the Purchased Royalty Payments, the License Agreements, and all ancillary agreements related thereto. (d) Seller shall not enter into any contract, agreement or other legally binding arrangement (whether written or oral), or grant any right to any other Person, in each case that would (i) conflict with the Transaction Documents or the rights granted to Purchaser hereunder or thereunder, (ii) impair Seller’s ability to perform its obligations under the Transaction Documents, (iii) serve or operate to limit, circumscribe or impair any of Purchaser’s rights under the Transaction Documents (or Purchaser’s ability to exercise any such rights), or (iv) result in an Adverse Change. (e) Seller will not sell the rights to research, develop, commercialize or otherwise exploit any of the Terminated Day One Licensed Products or any of the Terminated Denovo Licensed Products without the prior written consent of with Purchaser. To the extent that Seller enters into a New License Agreement, it will ensure that such License Agreement includes provisions (i) requiring the applicable LawLicensee to make any milestone, royalty, or other License Agreement related payments (collectively, the “New License Agreement Payments”) directly to Purchaser which payments will be made separately from, and in addition to, any payments required to be made to Seller thereunder, and (ii) that convey to Purchaser shared rights in any rights of Seller under such New License Agreement (1) to request inspection of or to audit or otherwise review the books, records and accounts of such applicable Licensee, and to receive any related audit reports, (2) to receive reports, worksheets, notices and other associated information, (3) to enforce any rights with respect to New License Agreement Payments (including with respect to any development, commercialization or similar obligations of such applicable Licensee), including without limitation the right to xxx third parties for actual or threatened infringement of any rights relating to any Product IP Rights, (4) to make any indemnification claim against such Licensee and (5) to sell, assign, pledge or otherwise transfer the foregoing, in whole or in part, and the payments, proceeds and income of, and the rights to enforce, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsforegoing.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each party (other than the Shareholders’ Representative) shall Party hereto will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, to consummate and implement expeditiously each of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary Applicable Law to consummate the transactions contemplated by the Transaction Documents to which Seller or Purchaser, as applicable, is party, including to (i) perfect the sale, assignment, transfer, conveyance and granting of the Subject Assets to Purchaser pursuant to this Agreement. The parties hereto , (other than the Shareholders’ Representativeii) shall execute and deliver such other documents, certificates, instruments, agreements and other writings and to take such other actions as may be necessary or desirable desirable, or reasonably requested by the other Party hereto, in order to consummate or implement expeditiously each of the transactions contemplated by this Agreementany Transaction Document to which Seller or Purchaser, as applicable, is party, (iii) perfect, protect, more fully evidence, vest and maintain in Purchaser good, valid and marketable rights to and interests in the Subject Assets free and clear of all Liens (other than Permitted Liens), (iv) create, evidence and perfect Purchaser’s back-up security interest granted pursuant to Section 2.1(d), and (v) enable Purchaser to exercise or enforce any of Purchaser’s rights under any Transaction Document to which Seller or Purchaser, as applicable, is party. (b) Without limiting Seller and Purchaser shall cooperate and provide assistance as reasonably requested by the generality of Section 8.1(aother party hereto, at such other party’s expense (except as otherwise set forth herein), each party hereto in connection with any litigation, arbitration, investigation or other proceeding (other than the Shareholders’ Representative) agrees whether threatened, existing, initiated or contemplated prior to, and shall cause on or after the date hereof) to which the other party hereto, any of its Affiliates or controlling Persons or any of their respective Affiliates todirectors, make officers, equity-holders, controlling persons, managers, agents or employees is or may become a party or is or may become otherwise directly or indirectly affected or as promptly as practicable to which any filings such Persons have a direct or notifications required indirect interest, in each case relating to be made any Transaction Document, the Subject Assets or the transactions described herein or therein but in all cases excluding any litigation (i) brought by it under Seller (for itself or on behalf of any other applicable antitrust, competition, Seller Indemnified Party) against Purchaser or trade regulation Law and to supply as promptly as practicable to the appropriate Authority (ii) brought by Purchaser (for itself or on behalf of any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation LawPurchaser Indemnified Party) against Seller. (c) Subject to applicable Law, each of the Company Seller and Purchaser agrees shall comply with all Applicable Laws with respect to the Transaction Documents, the Subject Assets, the License Agreements, all ancillary agreements related thereto. (d) Seller shall not enter into any contract, agreement or other legally binding arrangement (whether written or oral), or grant any right to any other Person, in each case that would conflict with the Transaction Documents or the rights granted to Purchaser hereunder or thereunder, impair Seller’s ability to perform its obligations under the Transaction Documents, or serve or operate to limit, circumscribe or impair any of Purchaser’s rights under the Transaction Documents (or Purchaser’s ability to exercise any such rights). For avoidance of doubt, no grant applied for and received by Seller in the future will be considered a contract, agreement or other legally binding arrangement for purposes of this Section 5.3(d) unless it has the potential to constitute an Adverse Change with respect to Purchaser’s interest in the Subject Assets. For purposes of this Agreement, typical government march-in rights under a US government grant shall not be considered or classified as an Adverse Change with respect to the Purchaser’s interest in the Subject Assets. [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) cooperate not material and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish would be competitively harmful if publicly disclosed (e) Seller will take Commercially Reasonable Efforts to enter into license agreements with appropriate Third Parties covering the other such information and assistance as Non-Bayer Products and/or develop them internally. In addition, Seller will not sell the other may reasonably request in connection with its preparation of rights to research, develop, commercialize or otherwise exploit any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion Non-Bayer Products or any of the transactions contemplated Bayer Products returned to Seller by this a Licensee without (i) consultation with Purchaser and (ii) making Commercially Reasonable Efforts to provide Purchaser with royalties and milestone payment terms (on an as-combined basis) no less favorable than those provided hereunder on a Product by Product basis. To the extent that Seller enters into a Non-Bayer License Agreement or a New License Agreement, including promptly furnishing it will ensure that such Non-Bayer License Agreement or New License Agreement includes provisions requiring the other with copies of notices or other communications received by such party applicable Licensee to make Non-Bayer Purchased Payments directly to Purchaser which payments will be made separately from, or given by such party and in addition to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings payments required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsSeller thereunder.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms Purchaser and conditions of this Agreement, Seller will each party (other than the Shareholders’ Representative) shall use its respective commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other Party in doing all things necessary or desirable under applicable LawsApplicable Law to consummate, or as reasonably requested by in the other partiesmost expeditious manner practicable, to consummate and implement expeditiously each of the transactions contemplated by this AgreementAgreement and the Transaction Agreements. (b) Purchaser and Seller shall each use its commercially reasonable efforts, and shall cooperate with one another to obtain as promptly as practicable all Required Approvals, Third-Party Consents and any other consent necessary or desirable to assign the Assigned Contracts, including using responding promptly to all requests for information or documents necessary to apply for such consents and directing its employees to cooperate in connection with the preparation and execution of any applications, notices or other filings. In furtherance of the foregoing, Purchaser and Seller shall each use commercially reasonable best efforts efforts, and shall cooperate with one another to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations satisfy reasonable requests from all applicable Authorities prior counterparties to the Effective TimeServicing Agreements, Assigned Contracts, and finance counterparties in effectuating the Transfer of the Business to Purchaser, including with respect to proof of insurance, know-your-customer and onboarding requirements, account control agreements, electronic tracking agreements, servicer acknowledgment letters, servicer notices, side letters and any other deliverables necessary for the servicing and/or subservicing transfer to Purchaser or assignment to, and assumption (to the extent related to the period after the Closing Date) by, Purchaser of the Assigned Contracts, and execute appropriate Assignment and Assumption Agreement, and (ii) avoid an Action obtain any ratings, consents and other items reasonably required to satisfy the criteria and terms and conditions under the Servicing Agreements with the Agencies and the Private Servicing Agreements that are intended to become Assigned Contracts pursuant to Section 5.03(g) or proceeding by any Authorityrequired to allow Purchaser to service or subservice the applicable Serviced Mortgage Loans, pursuant to the Subservicing Agreement, and (iii) execute those action items described on the Transition Services Agreement. Notwithstanding anything to the contrary herein, for purposes of this Section 5.03, commercially reasonable efforts shall be subject to Disclosure Schedule 5.03. In furtherance and deliver any additional instruments necessary not in limitation of the foregoing, (1) Purchaser and Seller shall each make an appropriate filing of a Notification and Report Form pursuant to consummate the HSR Act with respect to the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make hereby as promptly as reasonably practicable from the date hereof, and in any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law case within ten (10) Business Days after the date hereof and to (2) Purchaser and Seller shall supply as promptly as reasonably practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation LawHSR Act. (c) Subject Purchaser and Seller shall each use commercially reasonable efforts, and shall cooperate with one another, to applicable Lawobtain all Permits and make all notice and other filings with all Governmental Authorities and Investors that are or become necessary for its execution and delivery of, each and the performance of its obligations pursuant to, this Agreement and the Company Transaction Agreements, and Purchaser agrees to (i) will cooperate and consult fully with the other regarding obtaining party in promptly seeking to obtain all such Permits and in making such filings. Without limiting the generality of the foregoing, as soon as reasonably practicable after the date of this Agreement, Seller shall prepare and submit all notifications required notices to Governmental Authorities and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request Investors in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with hereby. (d) With respect to such transactionsthe matters described in both Section 5.02 and this Section 5.03, Purchaser and Seller shall each (ivi) permit the other party to review and incorporate in advance any proposed material communication by Purchaser or Seller to any Governmental Authority or Investor relating to the subject matter of this Agreement; (ii) promptly notify a responsible officer or counsel of the other party’s reasonable comments of any material communication (whether written or oral) it or any of its Affiliates receives from any Governmental Authority or Investor relating to such matters, (iii) provide to the other copies of all material correspondence, filings or communications between it (or its advisors) and any such Governmental Authority or Investor relating to this Agreement; and (iv) be responsible for ensuring that their respective filings and submissions comply with Applicable Law; provided, however, that, in any communication to be given by it to any Authority with respect to any filings each case, correspondence or materials required to be made withprovided pursuant to this Section 5.03(d) do not contain or reveal Confidential Information of Purchaser, Seller or action any of their respective Affiliates and shall be kept confidential by the applicable party and not disclosed to the other party hereunder. Neither Purchaser nor Seller shall agree to participate in any meeting with any Governmental Authority or nonactionsInvestor (including via telephone or conference call) in respect of any filings, waivers, expirations investigation or terminations of waiting periods, clearances, consents or orders required other inquiry related to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) unless it consults with the other party in advance and, to the extent reasonably practicablepermitted by such Governmental Authority or Investor, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; participate at such meeting. (e) Subject to the following sentences in this Section 5.03(e), Section 5.03(f) and Section 5.03(g), this Agreement will not constitute an agreement to Transfer any Assigned Contract to which Seller is a party or any claim or right or any benefit arising thereunder or resulting therefrom if and for so long as such Transfer, without the applicable Third-Party Consent, would constitute a breach or other contravention of such Assigned Contract or in any way adversely affect the Purchased Assets after the Closing or the rights or benefits of Purchaser thereunder. Seller and Purchaser agree that, in the event that any such Third-Party Consent necessary or desirable to preserve any right or benefit under any Assigned Contract is not obtained prior to the Closing, Seller will, subsequent to the Closing and through the first anniversary of the Closing Date, cooperate with Purchaser in attempting to obtain such Third-Party Consent as soon as practicable. If such Third-Party Consent cannot be obtained by Closing, Seller shall use its best efforts to obtain such Third-Party Consent and provide the Purchaser with the rights and benefits of the affected Assigned Contracts for the term of such Assigned Contracts, and, if Seller provides such rights and benefits pursuant to a mutually agreed upon Assignment and Assumption Agreement, Purchaser shall assume all of the related rights, remedies, obligations and burdens of Seller under such Assigned Contract, provided, however, that if such Third-Party Consent cannot be obtained by the first anniversary of the Closing Date, this Agreement will constitute an agreement to Transfer all such Assigned Contracts for which consent has not been obtained, with such assignments effective as of the first anniversary of the Closing Date without any further action on behalf of the Parties. (f) None of the Parties shall have any Liability to the other as a result of a failure of the Parties to obtain any consent related to any Private Servicing Agreement or other Assigned Contract prior to the applicable date of assignment contemplated by this Section 5.03. (g) With respect to each Private Servicing Agreement, Purchaser and Seller shall use commercially reasonable efforts to obtain all Private Servicing Agreement Consents required to Transfer such Private Servicing Agreement to Purchaser on the Closing Date or as soon as reasonably practicable following the Closing Date and to effect such Transfer by executing an appropriate Assignment and Assumption Agreement related thereto. In the event that any Private Servicing Agreement has not been assigned to Purchaser as of the first anniversary of the Closing Date, this Agreement shall constitute a Transfer of all such Private Servicing Agreements to Purchaser as of such date, even if any related Third-Party Consents remain outstanding as of such date, without any further action on behalf of the Parties. Seller shall have no Liability to Purchaser in the event that any such Third-Party Consents are not obtained prior to such Transfer; provided that, the foregoing shall not limit any obligation of Seller to seek such consents in accordance with this Agreement. (h) On or prior to each related Servicing Transfer Date, Seller shall take or cause to be taken such steps as may be necessary or appropriate to effectuate and evidence the transfer of the servicing or subservicing of the related Serviced Mortgage Loan to the Purchaser in accordance with the Servicing Transfer Instructions, Applicable Requirements, Applicable Laws, any applicable terms of any Assigned Contract, and the applicable terms of the Subservicing Agreement, in each case, in all material respects with respect to any SSA Mortgage Loan. (i) Any Shared Contract shall be assigned, transferred and conveyed to Purchaser only with respect to (and preserving the meaning of) those parts to the extent related to the Business or the Purchased Assets, if so assignable, transferable or conveyable, and if necessary the Parties shall use commercially reasonable efforts to appropriately amend such Shared Contract prior to, on or after the Closing, so that Purchaser shall be entitled to the rights and benefits of clauses (iiithose parts of the Shared Contract to the extent related to the Business or the Purchased Assets and Purchaser shall assume all burdens and obligations thereof and the Liabilities thereunder to the extent related to the Business or the Purchased Assets, and the provisions of Sections 5.03(b), 5.03(e) and (iv5.03(f) aboveshall apply to such Shared Contract, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsmutatis mutandis.

Commercially Reasonable Efforts; Further Assurances. (a) Subject The Company and Parent shall cooperate with each other and use (and shall cause their respective Affiliates to use) their respective commercially reasonable 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 all applicable Contracts and Legal Requirements to consummate and make effective the Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all waivers, consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from CMS and/or any other Governmental Authority or other third party (hereinafter referred to as “Consents”) and to lift any injunction or other legal bar to the terms Transactions in order to consummate the Transactions as promptly as practicable. All costs incurred in connection with obtaining such Consents, including CMS consent fees and conditions expert consultant fees shall be borne equally by the Company and Parent. HSR filing fees shall be borne by Parent. Without limiting the foregoing, each of the Company and Parent undertakes and agrees to file (or cause their Affiliates to file, as applicable) as soon as practicable, and in any event prior to fifteen (15) Business Days after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”). Each party hereto shall make appropriate filings with other competition authorities and CMS (or cause their Affiliates to make such filings, as applicable) with respect to the Transactions promptly after the date of this Agreement, each party (other than including without limitation regarding the Shareholders’ Representative) shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, to consummate and implement expeditiously each novation of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, Company CMS Agreement and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority CMS and/or any other competition authorities any additional information and documentary material that may be requested by such in connection therewith. Each of the Company and Parent shall (and shall cause their Affiliates to) respond as promptly as practicable to any inquiries received from the FTC, the Antitrust Division or CMS for additional information or documentation and to all inquiries and requests received from any other Governmental Authority pursuant in connection with Consents. Parent shall provide to the applicable Company and MHRx copies of any application or other communication, which references the Company, MHRx or any member of MHRx, to Governmental Authorities in connection with this Agreement in advance of filing or submission thereof, and Parent shall provide the Company and MHRx a reasonable opportunity to comment upon and modify any such reference as to such Persons. Parent’s consent to accepting such comment or modification shall not be unreasonably withheld. (b) Parent shall (and shall cause its Affiliates to) offer to take (and if such offer is accepted, commit to take) all reasonable steps to avoid or eliminate impediments under any antitrust, competition, or trade regulation LawLegal Requirement that may be asserted by the FTC, the Antitrust Division or any other Governmental Authority with respect to the Transactions so as to enable the Closing to occur as expeditiously as possible; provided, however, that nothing in this Agreement will require, or be deemed to require, Parent to agree to or effect any divestiture. In addition, nothing in this Agreement will require or be deemed to require Parent to take any other action (including agreeing to any requirements or conditions to be imposed in order to obtain CMS or insurance regulatory consents or approvals, including those listed on Schedule 6.1(b) hereto) if in the reasonable judgment of Parent doing so would be materially detrimental to the business conducted by Parent or the Company taken as a whole. Subject to the foregoing sentence, Parent shall cooperate in a reasonable manner with the Company in connection with its efforts to seek consents and approvals from Governmental Authorities in connection with the Transactions (including by keeping the Company informed on a reasonably current basis of the status of such efforts, allowing the Company to participate in such efforts and using its commercially reasonable efforts to permit the representatives of the Company to attend any meetings between the Parent’s representatives and Governmental Authorities). (c) Subject to applicable LawIn the event any claim, each action, suit, investigation or other proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the Company and Purchaser agrees Transactions or seeks damages in connection therewith, the parties agree to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authoritiesuse commercially reasonable efforts to defend against such claim, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filingsaction, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreementsuit, including promptly furnishing the other with copies of notices investigation or other communications received by such party fromproceeding and, if an injunction or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments order is issued in any communication such action, suit or other proceeding, to be given by it use commercially reasonable efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any Authority with respect other impediment to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsTransactions.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to Upon the terms and subject to the conditions of this Agreementhereof (including without limitation, Sections 8.2), the Sellers and the Buyer each party (other than the Shareholders’ Representative) shall agree to use its their respective commercially reasonable efforts in good faith to take, take or cause to be taken, taken all actions and to do, or cause to be done, all things necessary necessary, proper or desirable under applicable Laws, or as reasonably requested by advisable to ensure that the other parties, conditions set forth in Articles VII are satisfied and to consummate and implement expeditiously each of make effective the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals Agreement and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver Related Documents insofar as such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreementmatters are within their respective control. (b) Without limiting Except as otherwise expressly provided for in this Agreement, the generality parties hereto shall provide such information and cooperate fully with each other in making such applications, filings and other submissions which may be required or reasonably necessary in order to obtain all approvals, consents, authorizations, releases and waivers as may be required under this Agreement and the Related Documents as conditions to the parties’ Closing obligations. Notwithstanding anything to the contrary in this Agreement, neither Buyer nor any of Section 8.1(a)its Affiliates shall be required to pay any amounts in connection with obtaining any approval, each party hereto (consent, authorization, release or waiver, other than for approvals under the Shareholders’ Representative) agrees toHSR Act, which costs, fees and expenses shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to responsibility of the applicable antitrust, competition, or trade regulation LawBuyer. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance Except as the other may reasonably request otherwise expressly provided for in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, the parties hereto shall promptly take all actions necessary to make each filing, including promptly furnishing the other with copies any supplemental filing, which either of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to them may be given by it to any Authority with respect to any filings required to be made with, make with any Governmental Agency as a condition to or action or nonactions, waivers, expirations or terminations consequence of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement or any Related Document. (d) On or prior to the Closing the parties hereto shall execute and deliver to each other the Related Documents. (ve) The Sellers shall, to the extent reasonably practicablepermitted by applicable Law, consult use their commercially reasonable efforts to assist and cooperate with the other Buyer in advance making such arrangements as would permit the continued sales of alcoholic beverages by the Buyer at the Resort following the Closing and not participate in any meeting or discussion relating pending the issuance of new liquor licenses to the Buyer reflecting the transactions contemplated by this Agreement, either in person or by telephone, including assisting with any Authority in connection transfer applications. (f) ASC agrees to honor its existing agreements with the proposed transactions unless it gives owners in the Resort’s rental management program with regard to reciprocal rights at other ASC ski resorts through the end of the 2006/2007 ski season, and the Buyer agrees to honor existing agreements of ASC and its Affiliates with owners in the rental management programs at Other ASC Resorts with regard to reciprocal rights at the Resort through the end of the 2006/2007 ski season. The parties agree to act in good faith to renegotiate these reciprocal rights for periods after the 2006/2007 ski season. (g) The Buyer agrees to honor Seller’s obligations under Seller’s multi-resort passes, multi-resort single day tickets (known as “MeTickets”) and single-day complimentary lift ticket vouchers (issued in accordance with past practices) in each case through the end of the 2006/2007 ski season. ASC will collect the funds related to MeTickets and regularly reimburse the Buyer for honoring such obligations in an amount equal to the face value of the MeTicket redeemed at the Resort. The Buyer also agrees to honor Seller’s obligations under gift cards issued by Sellers prior to the Closing and ASC will regularly reimburse the Buyer for Seller issued gift cards and gift certificates to the extent redeemed at the Resort after the Closing. Each of ASC and the Buyer will provide access to its systems to the other party to enable it to track the opportunity usage of such cards, tickets and passes. The manner of reimbursement and access described above shall be agreed upon in good faith by ASC and the Buyer. (h) Subject to attend compliance by the Sellers with any proprietary rights, confidentiality or similar regulations or agreements, the Sellers shall transfer, or shall cause to be transferred, to the Buyer, at or prior to the Closing, all data and observeall right, title and interest to such data that relate exclusively to the Resort and is maintained in electronic format by ASC or any of its Affiliates, including, without limitation, marketing data and customer lists; provided, however, in each of clauses that the Sellers shall use their respective commercially reasonable efforts to transfer to the Buyer any such data that does not relate exclusively to the Resort to the extent such data can be segregated from information relating to the Sellers or their Affiliates (iiiother than the Resort) and (iv) abovethat is not otherwise subject to a proprietary rights, confidentiality or similar agreement; provided, further, that materials may Sellers shall be redacted entitled to retain all such information for their own use (Ain addition to transferring it to the Buyer). (i) Seller shall use commercially reasonable efforts to remove references concerning obtain the valuation approval or consent of TMG Associates with respect to the assignment by Killington to Buyer of all of the Killington’s ownership interest in SS Associates and (ii) the consent of the landlord under the Ski Shack lease to the assignment of such party and its Affiliates, (B) as necessary lease to comply with contractual arrangements or applicable Laws, and (C) as necessary Buyer. Such consent shall not be a condition to address reasonable attorney-client or other privilege or confidentiality concernsClosing.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this AgreementAgreement (including that the parties’ respective obligations in respect of actions under the Antitrust Laws are solely governed by Section 6.13), each party (other than the Shareholders’ Representative) shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, or and to cooperate as reasonably requested by the other parties, to consummate and to implement expeditiously each of the transactions contemplated by this Agreement, Agreement (including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this AgreementReorganization). The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or reasonably desirable in order to consummate or implement expeditiously each of the transactions contemplated by this AgreementAgreement (including the Reorganization). (b) Without limiting the generality of Section 8.1(a6.12(a), each party hereto (other than the Shareholders’ Representative) agrees Seller and the Group Companies will use commercially reasonable efforts to provide the Purchaser with all cooperation as it relates to the Seller and the Group Companies reasonably necessary in connection with satisfying the conditions to, and shall cause its respective Affiliates to, make or as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be is otherwise reasonably requested by such Authority pursuant to the applicable antitrustPurchaser in connection with, competitionall Required Approval Matters, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to including without limitation (i) cooperate participating in a reasonable and consult limited number of meetings, presentations, road shows and other sessions with the other regarding obtaining Purchaser stockholders and making all notifications their respective advisors and filings with Authorities, (ii) furnish to assisting the other such information and assistance as Purchaser with the other may reasonably request in connection with its timely preparation of any notifications or filingspresentations, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices memoranda or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent documentation reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority requested in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsRequired Approval Matters.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms Purchaser and conditions of this Agreement, each party (other than the Shareholders’ Representative) shall Seller will use its their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties to this Agreement in doing, all things necessary or desirable under applicable LawsLaw to consummate, or as reasonably requested by in the other partiesmost expeditious manner practicable, to consummate and implement expeditiously each of the transactions contemplated by this Agreement, including using Agreement and the Transaction Agreements. (b) Purchaser and Seller will use their commercially reasonable best efforts to to: (i) obtain prepare, as soon as practicable, all necessary actions, nonactions, waivers, consents, approvals filings and other authorizations presentations in connection with seeking the Required Regulatory Approvals, exemption or other authorization from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments Governmental Authority necessary to consummate the transactions contemplated by this Agreement and the Transaction Agreements, (ii) prosecute such filings and other presentations with diligence, and (iii) oppose any objections to, appeals from or petitions to reconsider or reopen any such approval by Persons not party to this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute Purchaser and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary Seller will use their commercially reasonable efforts to facilitate obtaining any final order or desirable in order to consummate or implement expeditiously each of orders approving the transactions contemplated by this Agreement. (b) Without limiting Agreement and the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competitionTransaction Agreements, or trade regulation Law and to supply as promptly as practicable remove any impediment to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion consummation of the transactions contemplated hereby and thereby. Purchaser and Seller will use their commercially reasonable efforts to furnish all information in connection with the approvals of or filings with regard to the Required Regulatory Approvals with any Governmental Authority and will promptly cooperate with and furnish information in connection with any such requirements imposed upon Purchaser, Seller or any of their respective Affiliates in connection with this Agreement and the Transaction Agreements and the transactions contemplated hereby and thereby; provided, however, that, notwithstanding the foregoing, Purchaser shall not have any obligation to disclose confidential information relating to itself or its Affiliates to Seller or any other Person, except to a Governmental Authority where such Governmental Authority would afford confidential treatment to such information. Each of the parties will use its commercially reasonable best efforts to obtain the Required Regulatory Approvals required to be obtained by this Agreement, including promptly furnishing such party. Neither party will not have any Liability to the other with copies party for the failure to obtain any such Required Regulatory Approvals to the extent such party has satisfied its obligations under this Section 6.01. Purchaser and Seller will each advise the other party promptly of notices or other communications any material communication received by such party fromor any of its Affiliates from the Federal Trade Commission, or given by such party toDepartment of Justice, any third party state attorney general or any other Governmental Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in regarding any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and the Transaction Agreements, and of any understandings, undertakings or agreements (voral or written) such party proposes to the extent reasonably practicable, consult make or enter into with the Federal Trade Commission, Department of Justice, any state attorney general or any other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Governmental Authority in connection with the proposed transactions unless it gives contemplated hereby and thereby. To the fullest extent reasonably practicable, neither Seller nor Purchaser will independently participate in any meeting with any Governmental Authority in respect of any findings or inquiry in connection with the transactions contemplated hereby without giving the other party prior notice of the meeting and the opportunity to attend and/or participate, in each case, unless prohibited by the Governmental Authority. Seller and observePurchaser will consult and cooperate with one another in connection with any information or proposals submitted in connection with proceedings under or relating to the HSR Act in connection with the transactions contemplated hereby. Subject to applicable Laws relating to the exchange of information and consistent with their obligations hereunder, the parties shall jointly direct all matters with any Governmental Authorities, except where the matter or disclosure solely concerns Purchaser, in which case Purchaser shall have the right to direct the matter. (c) Without limiting the generality of Section 6.01(b) above, Parent and Seller shall use their respective best efforts to cause the conditions set forth in Sections 9.02(d)(i) and 9.02(d)(ii) to be satisfied; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary Purchaser’s remedies for any failure by Parent or Seller to comply with contractual arrangements or applicable Laws, their obligations pursuant to this Section 6.01(c) shall be limited to those provided in Articles IX and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsX of this Agreement.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each party including, Section 8.02(a) below, (other than a) the Shareholders’ Representative) Buyer, Buyer Parent and the Sellers shall use its their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, Applicable Law to consummate and implement expeditiously each of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective TimeFilings, and (ii) avoid an Action obtaining and maintaining all licenses, authorizations, permits, consents, approvals, clearances, variances, exemptions and other confirmations required to be obtained from any Governmental Authority or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary other third party to consummate the transactions contemplated by this Agreement. The parties hereto Agreement (other than including satisfaction of the Shareholders’ Representativeconditions set forth in Article 9), (b) shall the Sellers and the Buyer and Buyer Parent agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the and (c) from time to time, as and when requested by any party hereto and at such party’s expense, any other with copies of notices party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other communications received by actions as such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party may reasonably deem necessary or desirable to review evidence and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to effectuate the transactions contemplated by this Agreement. Without limiting the foregoing, either in person or by telephonethe Sellers shall, with any Authority in connection with and shall cause the proposed transactions unless it gives Company and the other party the opportunity to attend and observe; provided, howeverSeller Entities and, in each case, their respective officers, employees and agents, to, cooperate in good faith with Buyer to consummate the Financing, which cooperation shall include, without limitation, providing evidence of clauses (iii) insurance satisfactory to RTFC and (iv) above, that materials may be redacted (A) to remove references concerning the valuation execution of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsthe Financing Documents.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each party (other than the Shareholders’ Representative) shall Buyer and Seller will use its commercially reasonable efforts to take, or cause to be takentaken (including by their respective Subsidiaries), all actions and to do, or cause to be donedone (including by their respective Subsidiaries), all things necessary necessary, proper or desirable advisable under applicable Laws, or as reasonably requested by the other parties, Applicable Laws to consummate and implement expeditiously each of the transactions contemplated by this AgreementAgreement as soon as reasonably practicable (and in any event prior to the End Date), including using reasonable best efforts (x) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to (i) obtain effect all necessary actionsfilings, nonactionsnotices, petitions, statements, registrations, submissions of information, applications and other documents and (y) obtaining and maintaining all approvals, consents, waivers, consentsregistrations, approvals permits, authorizations and other authorizations confirmations required to be obtained from all applicable Authorities prior to the Effective Timeany Governmental Authority or other third party that are necessary, and (ii) avoid an Action proper or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary advisable to consummate the transactions contemplated by this Agreement. The ; provided that: (i) the parties hereto understand and agree that the commercially reasonable efforts of Buyer under this ‎Section 5.03 only shall be deemed to include taking, and causing its Subsidiaries to take, all actions necessary or appropriate to avoid or eliminate each and every impediment under any Applicable Law or otherwise so as to enable the consummation of the transactions contemplated by this Agreement and the other Transaction Agreements to occur as soon as reasonably practicable (and in any event prior to the End Date), including: (A) entering into any settlement, undertaking, tolling agreement, consent decree, stipulation or agreement with or required by any Governmental Authority in connection with the transactions contemplated hereby; (B) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of businesses, product lines or assets of Buyer, Buyer’s Subsidiaries, those of any Company or one or more Companies; (C) terminating existing relationships, contractual rights or obligations of Buyer, Buyer’s Subsidiaries or those of any Company; (D) otherwise taking or committing to take actions that after the Closing Date would limit Buyer’s, Buyer’s Subsidiaries’ or any Company’s freedom of action with respect to, or its ability to retain or exercise rights of ownership or control with respect to, one or more of the businesses, product lines or assets of Buyer, Buyer’s Subsidiaries or any Company (each of the foregoing described in any of ‎Section 5.03(a)(i)(A) through ‎(D), a “Regulatory Concession”); (E) defending any Proceeding (including by appeal if necessary) that challenges any of the transactions contemplated by this Agreement or the other Transaction Agreements or which would otherwise prohibit, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or the other Transaction Agreements; and (F) seeking to have lifted, vacated or reversed any stay, injunction, temporary restraining order or other restraint entered by any Governmental Authority with respect to this Agreement or the other Transaction Agreements or the transactions contemplated hereby or thereby. (b) If requested by Xxxxx, Seller shall cause the Companies to agree to any Regulatory Concession; provided that (i) none of Seller or any of its Affiliates (other than the Shareholders’ RepresentativeCompanies) shall be required to make any Regulatory Concession and (ii) none of Seller or the Companies shall be required to agree to any Regulatory Concession that is not conditioned upon consummation of the transactions contemplated by this Agreement. (c) Seller and Buyer agree to, and Seller (prior to the Closing) and Buyer (after the Closing) agree to cause the Companies to, execute and deliver such other documents, certificates, agreements agreements, conveyances and other writings and to take such other actions consistent with the terms of this Agreement as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (bd) Without limiting In furtherance and not in limitation of the generality of Section 8.1(a)foregoing, each party hereto of Buyer and Seller shall make (other than or cause to be made by their applicable Affiliate) an appropriate filing of a Notification and Report Form pursuant to the Shareholders’ Representative) agrees toHSR Act with respect to the transactions contemplated hereby as promptly as practicable, and shall in any event within five (5) Business Days of the date hereof. In addition, Buyer and Seller agree to make (or cause its respective Affiliates to, make to be made by their applicable Affiliate) a filing and notification under the Antitrust Laws and Investment Screening Laws set forth on Section 8.01(a)(i) of the Seller Disclosure Schedule as promptly as practicable any filings or notifications required after the date hereof. Buyer and Seller agree to be made by it under any other applicable antitrust, competition, or trade regulation Law (and to cause their applicable Affiliates to) supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the HSR Act and any other applicable antitrustAntitrust Laws and Investment Screening Laws and, competitionsubject to the other provisions of this Agreement, to take all other actions necessary to cause the expiration or trade regulation Lawtermination of the applicable waiting periods under the HSR Act and any other applicable Antitrust Laws and Investment Screening Laws as soon as practicable. All filing and similar fees incurred by Buyer or Seller or any of their respective Affiliates in connection with causing the expiration or termination of the applicable waiting periods under the HSR Act and any other applicable Antitrust Laws and Investment Screening Laws shall, in each case, be borne by Buyer. (ce) Subject to applicable LawApplicable Law relating to the sharing of information, each of the Company and Purchaser agrees to party hereto shall (i) cooperate furnish the other party with copies of all documents (except documents or portions thereof for which confidential treatment has been requested or given) and correspondence (A) prepared by or on behalf of such party for any Governmental Authority (and afford the other party opportunity to comment and participate in responding, where appropriate) and (B) received by or on behalf of such party from any Governmental Authority, in each case, in connection with any filing, consent, authorization, order or approval under the HSR Act and any other applicable Antitrust Laws and Investment Screening Laws and (ii) use commercially reasonable efforts to consult with and keep the other party hereto informed as to the status of such matters. Further, no party hereto shall, nor shall it permit any of its Representatives to, meet or engage in substantive conversations with any Governmental Authority or representative of such Governmental Authority in connection with obtaining any such filing, consent, authorization, order and approval unless, to the extent reasonably practicable, it consults with the other regarding obtaining party in advance and, to the extent not precluded by Applicable Law or exempted by this Agreement, offers the other party the opportunity to participate in such meeting or conversation. (f) Without limiting the generality of the foregoing provisions of this ‎Section 5.03, in connection with their obligations pursuant to this ‎Section 5.03, Buyer and making Seller shall (i) keep each other informed in all notifications material respects and filings 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 Authoritiesany action by a private party, in each case, with respect to this Agreement, the Business or the transactions contemplated hereby, (ii) notify each other of all documents filed with, submitted to or received from any Governmental Authority with respect to this Agreement, the Business or the transactions contemplated hereby, (iii) furnish to the each other with such information and assistance as the other may reasonably request in connection with its preparation of any notifications governmental filing or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, submission hereunder and (iv) permit the reasonably cooperate with each other party to review in connection with and incorporate the other party’s reasonable comments in advance of any communication to be given by it to any Authority filing or submission with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such a Governmental Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) in connection with any investigation or other inquiry by or before any Governmental Authority relating to this Agreement, the Business or the transactions contemplated hereby, including any action initiated by a private party. Subject to Applicable Law relating to the sharing of information, each of Buyer and Seller shall have the right to review in advance, and, to the extent reasonably practicable, each will consult with each other on, all information relating to the other in advance party or any of and not participate its Affiliates that appears in any meeting filing made with, or discussion written materials submitted to, any Governmental Authority with respect to this Agreement, the Business or the transactions contemplated hereby. (g) It is understood and agreed that, subject to the provisions of this Agreement, Xxxxx shall direct and control all strategy with respect to the efforts under this ‎Section 5.03 and in connection with satisfying the condition in ‎Section 8.01(a)(i), including any filing, investigation, Proceeding or other inquiry relating to the transactions contemplated by this Agreement, either . Buyer shall reasonably consult with Seller and in person or by telephone, with good faith consider its views regarding such strategy and process relating to such efforts prior to taking any Authority action in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsfurtherance thereof.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to Each of the terms and conditions of this Agreement, each party (other than the Shareholders’ Representative) parties shall use its all commercially reasonable efforts to take, or cause to be taken, all actions and appropriate action to do, or cause to be done, all things necessary necessary, proper or desirable advisable under applicable Laws, Law or as reasonably requested by the other parties, otherwise to consummate and implement expeditiously each of make effective the transactions contemplated by this AgreementAgreement and the Ancillary Agreements to which it is a party as promptly as practicable, including using reasonable best efforts to (i) obtain from Governmental Authorities and other Persons all necessary actions, nonactions, waivers, consents, approvals approvals, authorizations, qualifications and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments orders as are necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (vii) promptly (and in no event later than 10 days after the date of this Agreement) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under applicable Law and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the extent reasonably practicable, consult with the other in advance consummation of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement and the Ancillary Agreements. In furtherance and not in limitation of the foregoing, the Company shall permit the Parent to participate in the defense and settlement of any claim, suit or cause of action filed after the date of this Agreement relating to this Agreement, either the Merger or the other transactions contemplated hereby, and the Company shall not settle or compromise any such claim, suit or cause of action without the Parent’s written consent (which shall not be unreasonably withheld, conditioned or delayed), unless such settlement includes a release of liability and payment of only money damages which are reflected in person or by telephonethe calculation of Estimated Cash. (b) The Company shall, with any Authority and shall cause its Subsidiaries to, use commercially reasonable efforts to give promptly such notice to third parties and obtain such third party consents and estoppel certificates as the Parent may in its reasonable discretion deem necessary in connection with the proposed transactions unless it gives contemplated by this Agreement and the other party Ancillary Agreements. The Parent shall cooperate with and assist the opportunity to attend Company in giving such notices and observeobtaining such consents and estoppel certificates; provided, however, that the Parent shall have no obligation to give any guarantee or other consideration of any nature in each connection with any such notice, consent or estoppel certificate or consent to any change in the terms of clauses any agreement or arrangement that the Parent in its reasonable discretion may deem adverse to the interests of the Parent or the Company or any of its Subsidiaries. (iiic) and (iv) aboveNotwithstanding anything herein to the contrary, the Parent shall not be required by this Section 5.11 to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that materials may be redacted would (Ai) require the divestiture of any assets of the Parent, the Company or any of their respective Affiliates or (ii) limit the Parent’s freedom of action with respect to, or its ability to remove references concerning consolidate and control, the valuation of such party Company and its Subsidiaries or any of their assets or businesses or any of the Parent’s or its Affiliates, (B) as necessary to comply with contractual arrangements ’ other assets or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsbusinesses.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to Each of the terms and conditions of this Agreement, each party parties (other than the Shareholders’ Holder Representative) shall use its all commercially reasonable efforts to take, or cause to be taken, all actions and appropriate action to do, or cause to be done, all things necessary necessary, proper or desirable advisable under applicable Laws, Law or as reasonably requested by the other parties, otherwise to consummate and implement expeditiously each of make effective the transactions contemplated by this AgreementTransactions as promptly as practicable, including using reasonable best efforts to (i) obtain from Governmental Authorities and other Persons all necessary actions, nonactions, waivers, consents, approvals approvals, authorizations, qualifications and other authorizations from all applicable Authorities prior to orders as are necessary for the Effective Time, and consummation of the Transactions (ii) avoid an Action have vacated, lifted, reversed or proceeding by overturned any Authorityorder, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the Transactions. In furtherance and not in limitation of the foregoing, the Company shall permit Parent reasonably to participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement, the Merger or the other Transactions, and (iii) execute and deliver the Company shall not settle or compromise any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) such claim, suit or cause of action without Parent’s written consent, which consent shall execute and deliver such other documentsnot be unreasonably withheld, certificates, agreements and other writings and take such other actions as may be necessary conditioned or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreementdelayed. (b) Without limiting The Company shall give promptly such notice to third parties and use commercially reasonable efforts to obtain such third party consents and estoppel certificates as Parent in its reasonable discretion deems necessary or desirable in connection with the generality Transactions. Parent shall cooperate with and assist the Company in giving such notices and obtaining such consents and estoppel certificates; provided, however, that Parent shall have no obligation to give any guarantee or other consideration of Section 8.1(a)any nature in connection with any such notice, each party hereto (other than consent or estoppel certificate or consent to any change in the Shareholders’ Representative) agrees to, and shall cause terms of any agreement or arrangement that Parent in its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable sole discretion may deem adverse to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to interests of Parent or the applicable antitrust, competition, or trade regulation LawCompany. (c) Subject Notwithstanding anything herein to applicable Lawthe contrary, each of the Company and Purchaser agrees Parent shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) cooperate and consult with require the other regarding obtaining and making all notifications and filings with Authoritiesdivestiture of any assets of Parent, the Company or any of their respective Affiliates, or (ii) furnish to the other such information and assistance as the other may reasonably request in connection limit Parent’s freedom of action with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party fromrespect to, or given by such party toits ability to consolidate and control, any third party the Company or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other partyof its assets or any of Parent’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements ’ other assets or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsbusinesses.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions set forth in this Agreement (including Section 10.1, which shall control with respect to matters relating to Antitrust Laws and approvals of other Governmental Authorities), and to applicable Laws, as soon as practicable after the date of this AgreementAgreement and, each party (other than in any event, prior to the Shareholders’ Representative) Closing, the Parties shall cooperate and use its their respective commercially reasonable efforts to take, or cause to be taken, all actions appropriate action (including executing and to delivering and documents, certificates, instruments and other papers that are necessary for the consummation of the Transactions), and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary necessary, proper or desirable advisable on their part under this Agreement, the Ancillary Agreements and applicable Laws, or as reasonably requested by the other parties, Laws to consummate and implement expeditiously make effective, in the most expeditious manner practicable, the Transactions, including, but not limited to, (i) implementing the Reorganization and (ii) preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings. (b) Without limiting any covenant contained in Article 7 through this Article 10, New PubCo, SPAC, Merger Sub and the Target Companies shall each, and each of the transactions contemplated by this Agreementshall cause their respective Subsidiaries to, including using use commercially reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, material consents and approvals and other authorizations from all applicable Authorities prior of third parties that any of the Parties or any of their respective Affiliates are required to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary obtain in order to consummate the transactions contemplated by this Agreement. The parties hereto Agreement and the Ancillary Agreements and (other than the Shareholders’ Representativeii) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions action as may be reasonably necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other another Parties may reasonably request in connection to satisfy the conditions of Article 11 or otherwise to comply with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and to consummate the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably Transactions as soon as practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.. ​ ​ ​

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms Seller and conditions of this Agreement, Buyer each party (other than the Shareholders’ Representative) shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, to consummate and implement expeditiously each of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and use commercially reasonable efforts to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and to vest in Buyer good and marketable title to the Purchased Assets. (vb) After the Closing Date, upon reasonable written notice, Buyer and Seller shall furnish or cause to be furnished to each other and their employees, counsel, auditors and representatives access, during normal business hours, to such information and assistance relating to or affecting the Purchased Assets (to the extent within the control of such party) as is reasonably necessary for financial reporting and accounting matters. (c) After the Closing Date, upon reasonable written notice, Buyer and Seller shall furnish or cause to be furnished to each other, as promptly as practicable, consult with such information and assistance (to the other in advance extent within the control of and not participate in any meeting or discussion such party) relating to the transactions contemplated Purchased Assets (including, access to books and records) as is reasonably necessary for the filing of all Tax returns, and making of any election related to Taxes, the preparation for any audit by this Agreementany taxing authority and the prosecution or defense of any claim, either suit or proceeding related to any Tax return. Seller and Buyer shall cooperate with each other in person the conduct of any audit or other proceeding relating to Taxes involving the Purchased Assets. Seller shall retain the books and records of Seller not included in the Purchased Assets, if any, for a period of seven years after the Closing Date, and will provide Buyer with reasonable access to such books and records as provided herein. After the end of such seven-year period, before disposing of such books or records, Seller shall give notice to such effect to Buyer and to give Buyer, at Buyer's cost and expense, an opportunity to remove and retain all or any part of such books or records as Buyer may select. (d) Neither party shall be required by telephone, with Section 6.01(b) or (c) to take any Authority in connection action that would unreasonably interfere with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each conduct of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements business or applicable Lawsunreasonably disrupt its normal operations. Any information received by Seller, and (C) as necessary all information relating to address reasonable attorney-client or other privilege or confidentiality concernsSeller received by Buyer, following the Closing Date shall be subject to the Confidentiality Agreement.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of set forth in this Agreement, each party (other than and to applicable Laws, during the Shareholders’ Representative) Pre-Closing Period, the Parties shall cooperate and use its their respective commercially reasonable efforts to take, or cause to be taken, all actions necessary, proper or advisable, as determined by each Party in its reasonable discretion (including executing and to delivering any documents, certificates, instruments and other papers that are necessary for the consummation of the transactions contemplated by this Agreement), and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, to consummate and implement expeditiously each of make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. The Company shall use its commercially reasonable efforts, and Nocturne shall cooperate in all reasonable respects with the Company, to send the requisite notice to or to solicit and obtain all necessary waivers, consents, approvals, permits, orders or authorizations from third parties necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities the consents of the contractual counterparties to the Contracts listed on Section 6.1 of the Company Disclosure Letter prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observeClosing; provided, however, that no Party nor any of their Affiliates shall be required to pay or commit to pay any amount to (or incur any obligation in each favor of) any Person from whom any such consent may be required (unless such payment is required in accordance with the terms of clauses (iii) the relevant Contract requiring such consent), and (iv) aboveprovided, further, that materials may be redacted (A) the Parties acknowledge and agree that the failure to remove references concerning the valuation of obtain any such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Lawsconsents is not, and (C) as necessary shall not be, a condition to address reasonable attorney-client or other privilege or confidentiality concernsClosing.

Commercially Reasonable Efforts; Further Assurances. (a) Subject Prior to Initial Funding, CEI and CQP shall, and CQP shall cause the terms other CQP Entities to, and conditions of this AgreementCEI shall cause its Affiliates to, each party (other than the Shareholders’ Representativei) shall use its commercially reasonable efforts to takeconsummate the Transactions (including to cause all of the conditions to Initial Funding set forth herein to be satisfied as promptly as practicable) and to obtain as promptly as practicable and maintain without Impairment all authorizations, consents, orders and approvals of all Governmental Authorities that the Purchaser or CQP reasonably determines may be or may become necessary or proper under this Agreement, the other Basic Documents and applicable Laws to be obtained to consummate and make effective the Transactions, (ii) subject to such limitations as set forth in this Section 6.03(a), take all actions as may be reasonably requested by any such Governmental Authority to obtain such authorizations, consents, orders and approvals and (iii) cooperate with the reasonable requests of each other in seeking to obtain as promptly as practicable and to maintain without material Impairment all such authorizations, consents, orders and approvals. Prior to Initial Funding, CEI and CQP shall not, and CQP shall cause the CQP Subsidiaries not to, and CEI shall cause its Affiliates not to, take or cause to be takentaken any action that it is aware or should reasonably be aware would have the effect of delaying, all actions and to do, impairing or cause to be done, all things necessary impeding in any material respect the receipt or desirable under applicable Laws, or as reasonably requested by the other parties, to consummate and implement expeditiously each making of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waiversany such required authorizations, consents, orders, approvals and other authorizations from all applicable Authorities prior to or filings or the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each consummation of the transactions contemplated by this AgreementTransactions. (b) Without limiting Each of CEI and CQP shall use their commercially reasonable efforts to secure the generality of Section 8.1(a), each party hereto (other than Foreign Trade Zone designation for the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make Liquefaction Project until such time as promptly as practicable any filings or notifications required it is determined by CQP that it is no longer in CQP's best interest to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by secure such Authority pursuant to the applicable antitrust, competition, or trade regulation LawForeign Trade Zone designation. (c) Subject Prior to applicable Lawthe Initial Funding, each CQP shall provide the Purchaser with drafts of material filings to be made by any CQP Entity with the Company FERC and the DOE prior to submission thereof and the Purchaser agrees shall have twenty-four (24) hours after receipt thereof to provide any comments thereto which CQP shall in good faith consider. (d) CQP shall (i) cooperate and consult file with the NYSE Amex the proper form or other regarding obtaining notification and making all notifications required supporting documentation, and filings with Authoritiesprovide to the NYSE Amex any other requested information, related to the Conversion Units and (ii) furnish to issue the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement Purchased Units and the consummation of the transactions contemplated by this Agreement Conversion Units in compliance with applicable NYSE Amex rules and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsregulations.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each party including, Section 8.02(a) below, (other than a) the Shareholders’ Representative) Buyer, Buyer Parent and the Sellers shall use its their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, Applicable Law to consummate and implement expeditiously each of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective TimeFilings, and (ii) avoid an Action obtaining and maintaining all licenses, authorizations, permits, consents, approvals, clearances, variances, exemptions and other confirmations required to be obtained from any Governmental Authority or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary other third party to consummate the transactions contemplated by this Agreement. The parties hereto Agreement (other than including satisfaction of the Shareholders’ Representativeconditions set forth in Article 9), (b) shall the Sellers and the Buyer and Buyer Parent agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the and (c) from time to time, as and when requested by any party hereto and at such party’s expense, any other with copies of notices party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other communications received by actions as such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party may reasonably deem necessary or desirable to review evidence and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to effectuate the transactions contemplated by this Agreement. Without limiting the foregoing, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable LawsSellers shall, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.shall cause the Company and the Seller Entities

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this AgreementAgreement and subject to the Bankruptcy Code and any orders of the Bankruptcy Court, Buyer and the Debtors each party (other than the Shareholders’ Representative) shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, to consummate and implement expeditiously each of the transactions contemplated by this AgreementTransactions, including using reasonable best efforts to (i) obtain finalizing, executing and delivering all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities Transaction Documents prior to the Effective TimeClosing, and (ii) avoid an Action preparing and filing as promptly as practicable with any Governmental Authority or proceeding by any Authorityother Third Party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, and (iii) execute obtaining and deliver maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any additional instruments necessary Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the transactions contemplated by Transactions; provided, however, that the reasonable efforts of any Party hereto shall not include (A) except as expressly set forth in this Agreement, entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the Transactions or (B) divesting or otherwise holding separate (including by establishing a trust or otherwise) any assets of the Debtors or Buyer. Prior to the Closing Date, the Debtors shall provide Buyer with an updated list of all Debtors’ employees, by location, who have suffered an “employment loss” (as defined in the WARN Act) during the three (3)-month period prior to the Closing Date. The parties hereto (other than the Shareholders’ Representative) Debtors and Buyer shall execute and deliver or cause to be executed and delivered such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each the Transactions in accordance with the terms and conditions of this Agreement and the transactions contemplated by this AgreementPlan. (b) Without limiting To the generality extent required under Applicable Law or any Healthcare Requirement, Buyer shall file with Medicare and other Governmental Authorities documentation notifying such Governmental Authorities of Section 8.1(a), each party hereto a change of ownership (other than the Shareholders’ Representative“CHOW”) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance Facilities effective as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating Closing Date. Debtors shall assist and cooperate with Buyer to take all actions necessary to transfer the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, Permits (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent transferable) for the Facilities, including the filing of CHOW documents as the seller, and any other governmental approvals necessary for Buyer to operate the Facilities in the same manner as the Debtors. To avoid disruption in xxxxxxxx and collections, Debtors covenant and agree to reasonably practicablecooperate with Buyer in order to permit Buyer to submit claims for services provided after the Closing Date utilizing the Medicare and Medicaid provider numbers issued to Debtors, consult if applicable, until Buyer’s receipt of written notification from the Centers for Medicare & Medicaid Services (“CMS”) that CMS has processed and approved Buyer’s CHOW application and Texas Health and Human Services Commission has processed and approved Buyer’s Medicaid application. As of the Closing Date, Debtors shall cease using such provider numbers, if applicable, except to the extent necessary for the ongoing collection of any of Debtors’ Accounts Receivable in accordance with the other in advance terms of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each party (other than the Shareholders’ Representative) shall Parties will use its their respective commercially reasonable efforts efforts, subject to any applicable fiduciary duties and any applicable Laws, to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, Law to consummate and implement expeditiously each of the transactions contemplated by this AgreementTransactions, including by using commercially reasonable best efforts to promptly after the date of this Agreement (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to satisfy the Effective Time, Applicable Requirements and (ii) avoid an Action obtain any consents, waivers or proceeding by approvals of any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The third parties hereto (other than consents, waivers or approvals required to satisfy the Shareholders’ RepresentativeApplicable Requirements) shall that are necessary or appropriate to assign the Assigned Contracts to the Buyer or its Subsidiaries at the Closing. The Parties agree to execute and deliver such other reasonable documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this AgreementTransactions. (b) Without limiting the generality of Section 8.1(a), each party hereto Such actions shall include (other than the Shareholders’ Representativei) agrees to, preparing and shall cause its respective Affiliates to, make filing as promptly as reasonably practicable any all documentation to effect all necessary notices, reports, and other filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply obtain as promptly as reasonably practicable all actions, consents, registrations, approvals, waivers, orders, exemptions, Permits and authorizations necessary or advisable to be obtained from any third party 42 114399-0014/143865664.11 or Government Entity in order to consummate the appropriate Authority any additional information Transactions and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish taking all actions reasonably necessary in order to comply with or satisfy the other such information and assistance as the other may reasonably request in connection with its preparation requirements of any notifications applicable Law or filings, (iii) keep other requirements of any Government Entity that would prevent the other apprised consummation of the status of matters relating to the completion Transactions. In furtherance of the transactions contemplated foregoing, the Parties shall use their respective commercially reasonable efforts to cooperate with one another in (A) determining whether any applicable action by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party fromin respect of, or given by such party tofiling with, any third party Government Entity is required, or any Authority with respect to such transactionsactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made withconsents, or action or nonactionsregistrations, approvals, waivers, expirations or terminations of waiting periodsorders, clearancesexemptions, consents or orders Permits and authorizations are required to be obtained fromfrom parties to any material Contracts, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement Transactions and (vb) to the extent reasonably practicabletaking such actions, consult with the other in advance of and not participate in making any meeting or discussion relating to the transactions contemplated by this Agreementsuch filings, either in person or by telephone, with any Authority furnishing information required in connection with the proposed transactions unless it gives the other party the opportunity therewith and seeking timely to attend obtain any such actions, consents, registrations, approvals, waivers, orders, exemptions, Permits and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsauthorizations.

Commercially Reasonable Efforts; Further Assurances. (a) Subject Each Investor, severally but not jointly, and Parent, shall cooperate with each other and use (and shall cause their respective Affiliates to the terms and conditions of this Agreement, each party (other than the Shareholders’ Representativeuse) shall use its their respective commercially reasonable efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be done, done all things necessary necessary, proper or desirable advisable under all applicable Laws, or as reasonably requested by the other parties, Contracts and Legal Requirements to consummate and implement expeditiously each of make effective the transactions contemplated by this AgreementCollective Transactions as soon as practicable, including using reasonable best efforts preparing and filing as promptly as practicable all documentation to (i) obtain effect all necessary actionsnotices, nonactions, reports and other filings and to obtain as promptly as practicable all waivers, consents, approvals registrations, approvals, permits and authorizations necessary or advisable to be obtained from CMS and/or any other authorizations from all applicable Authorities prior Governmental Authority or other third party (hereinafter referred to as “Consents”) and to lift any injunction or other legal bar to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary transactions contemplated hereby in order to consummate the transactions contemplated hereby as promptly as practicable. All costs incurred in connection with obtaining such Consents, including CMS consent fees and expert consultant fees, shall be borne by this AgreementParent. The parties hereto (other than the Shareholders’ Representative) HSR filing fees shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated borne by this Agreement. (b) Parent. Without limiting the generality of Section 8.1(a)foregoing, each party hereto (other than the Shareholders’ Representative) agrees toInvestor, severally but not jointly, and shall Parent, undertakes and agrees to file (or cause its their respective Affiliates toto file, as applicable) as soon as practicable, and in any event prior to fifteen (15) Business Days after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”). Each Investor, severally but not jointly, and Parent, agrees to make appropriate filings with all appropriate Governmental Authorities, including insurance regulators, other competition authorities and CMS (or cause their respective Affiliates to make such filings, as applicable) with respect to the Collective Transactions promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law after the date of this Agreement and to shall supply as promptly as practicable to the appropriate Authority such Governmental Authorities any additional information and documentary material that may be requested by in connection therewith. Each Investor, severally but not jointly, and Parent, agrees to (and to cause their respective Affiliates to) respond as promptly as practicable to any inquiries received from such Governmental Authorities for additional information or documentation and to all inquiries and requests received from any other Governmental Authority pursuant in connection with Consents. (b) Parent shall (and shall cause its Affiliates to) offer to the applicable take (and if such offer is accepted, commit to take) all reasonable steps to avoid or eliminate impediments under any antitrust, competition, or trade regulation Law. (c) Subject to applicable LawLegal Requirement that may be asserted by the FTC, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party Antitrust Division or any other Governmental Authority with respect to such transactions, (iv) permit the other party Collective Transactions so as to review and incorporate enable the other party’s reasonable comments in any communication Closing to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observeoccur as expeditiously as possible; provided, however, that nothing in each this Agreement will require, or be deemed to require, Parent to agree to or effect any divestiture. In addition, nothing in this Agreement will require or be deemed to require Parent to take any other action (including agreeing to any requirements or conditions to be imposed in order to obtain CMS or insurance regulatory consents or approvals, including those listed on Schedule 6.1(b) hereto) if in the reasonable judgment of clauses Parent doing so would be materially detrimental to the business conducted by Parent or MemberHealth taken as a whole. Subject to the foregoing sentence, Parent shall cooperate in a reasonable manner with the Investors in connection with Investors’ efforts to seek consents and approvals from Governmental Authorities in connection with the Transactions (iii) and (iv) above, that materials may be redacted (A) to remove references concerning including by keeping the valuation Investors informed on a reasonably current basis of the status of such party efforts and using its Affiliates, (B) as necessary commercially reasonable efforts to comply with contractual arrangements or applicable Laws, permit the representatives of the Investors to attend any meetings between Parent's representatives and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsGovernmental Authorities).

Commercially Reasonable Efforts; Further Assurances. (a) Subject to Purchaser and the terms and conditions of this Agreement, Sellers will each party (other than the Shareholders’ Representative) shall use its their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other Parties to this Agreement in doing, all things necessary or desirable under applicable LawsLaw to consummate, or as reasonably requested by in the other partiesmost expeditious manner practicable, to consummate and implement expeditiously each of the transactions contemplated by this Agreement, including using Agreement and the Transaction Agreements. (b) Purchaser and the Sellers will use their commercially reasonable best efforts to to: (i) obtain prepare, as soon as practicable, all necessary actions, nonactions, waivers, consents, approvals filings and other authorizations presentations in connection with seeking the Required Regulatory Approvals, exemption or other authorization from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments Governmental Authority necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than Agreement and the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with AuthoritiesTransaction Agreements, (ii) furnish to the other such information obtain all consents, authorizations, appraisals and assistance as the other may reasonably request waivers required in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the (iii) prosecute such filings and other presentations with copies of notices or other communications received by such party fromdiligence, or given by such party to, any third party or any Authority with respect to such transactions, and (iv) permit oppose any objections to, appeals from or petitions to reconsider or reopen any such approval by Persons not Party to this Agreement. Purchaser and the other party Sellers will use their commercially reasonable efforts to review and incorporate the other party’s reasonable comments in facilitate obtaining any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents final order or orders required to be obtained from, such Authority in connection with execution and delivery of approving the transactions contemplated by this Agreement and the Transaction Agreements, or to remove any impediment to the consummation of the transactions contemplated hereby and thereby. Purchaser and the Sellers will use their commercially reasonable efforts to furnish all information in connection with the approvals of or filings with regard to the Required Regulatory Approvals with any Governmental Authority and will promptly cooperate with and furnish information in connection with any such requirements imposed upon Purchaser, the Sellers or any of their respective Affiliates in connection with this Agreement and the Transaction Agreements and the transactions contemplated hereby and thereby. Purchaser will use its commercially reasonable efforts to obtain the Required Regulatory Approvals, or any exemption therefrom, and to remove any impediment imposed by any Governmental Authority to allow the consummation of the transactions contemplated hereby. Except as otherwise provided herein, no Seller will have any Liability for the failure to obtain the Required Regulatory Approvals or other consent, approval or authorization in connection with the transactions contemplated by this Agreement and the Transaction Agreements. Purchaser and the Sellers will each advise the other Party promptly of any material communication received by such Party or any of its Affiliates from the Federal Trade Commission, Department of Justice, any state attorney general or any other Governmental Authority regarding any of the transactions contemplated by this Agreement and the Transaction Agreements, and of any understandings, undertakings or agreements (voral or written) such Party proposes to the extent reasonably practicable, consult make or enter into with the Federal Trade Commission, Department of Justice, any state attorney general or any other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Governmental Authority in connection with the proposed transactions unless it gives contemplated hereby and thereby. To the fullest extent reasonably practicable, neither the Sellers nor Purchaser will independently participate in any meeting with any Governmental Authority in respect of any findings or inquiry in connection with the transactions contemplated hereby without giving the other party prior notice of the meeting and the opportunity to attend and observe; provided, howeverand/or participate, in each case, unless prohibited by the Governmental Authority. The Sellers and Purchaser will consult and cooperate with one another in connection with any information or proposals submitted in connection with proceedings under or relating to the HSR Act in connection with the transactions contemplated hereby. (c) Purchaser will use commercially reasonable efforts to obtain the financing provided for under the Debt Commitment. If, notwithstanding the use of clauses commercially reasonable efforts by Purchaser to obtain the financing contemplated by the Debt Commitment or the Debt Commitment expires, is terminated or otherwise become unavailable prior to the Closing, in whole or in part, for any reason, Purchaser will (iiii) promptly notify the Sellers of such expiration, termination or other unavailability and the reasons therefor and (ivii) aboveuse commercially reasonable efforts to promptly arrange for alternative financing to replace the financing contemplated by such expired, terminated or otherwise unavailable Debt Commitment; provided that materials Purchaser will be under no obligation to obtain such alternative financing unless such alternative financing can be obtained on terms and conditions which are substantially comparable to the terms of the Debt Commitment. Without limiting the effect of the preceding sentence, if Purchaser is unable to obtain financing from alternative sources within ten Business Days after any expiration, termination or other unavailability of the Debt Commitment, (i) alternative financing may be redacted arranged on behalf of Purchaser by the Sellers with one or more financing sources and Purchaser will be obligated to consummate such alternative financing, unless such alternative financing is not on terms and conditions that are substantially comparable to the terms of the Debt Commitment that expired, was terminated, or otherwise became unavailable, or (Aii) the Company may, upon written notice to remove references concerning the valuation of such party and its AffiliatesPurchaser, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsterminate this Agreement.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreementherein provided, each party (other than of the Shareholders’ Representative) parties hereto shall use its commercially reasonable efforts execute and deliver such additional documents, instruments, conveyances and assurances and to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary reasonably necessary, proper or desirable advisable under applicable Laws, or as reasonably requested by Laws to carry out the other parties, provisions hereof and give effect to consummate and implement expeditiously each of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) the other Transaction Documents. Without limiting the generality of the foregoing, the parties will, as promptly as practicable, use their commercially reasonable efforts to effect all necessary registrations and filings required to be filed by such party and furnish to each other such information and assistance with respect to the extent terms of any registration, filing, application or undertaking for items agreed to be completed post-Closing as reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority may be requested in connection with the proposed transactions unless it gives foregoing. (b) In the other party event Seller or any Subsidiary of Seller receives any payment related to any Group Asset after the opportunity Closing, Seller agrees to attend use commercially reasonable efforts to remit, or procure the remittance of, within ten (10) Business Days such funds to the appropriate Group Company. (c) In the event Buyer or any Buyer Subsidiary (including any Group Company) receives any payment related to any Retained Litigation or Excluded Asset after the Closing, Buyer agrees to use commercially reasonable efforts to remit, or procure the remittance of, within ten (10) Business Days such funds to the Seller. (d) Seller and observe; providedBuyer shall each use its commercially reasonable efforts to obtain all authorizations, howeverconsents, in each of clauses (iiiorders and approvals listed on Schedule 4.04(b), Schedule 4.04(c) and Schedule 4.11(c), and will cooperate with each Party in seeking to obtain all such authorizations, consents, orders and approvals. (ive) aboveBuyer shall, that materials and shall cause its affiliates, employees and employees of the Group Companies to fully cooperate with, and provide reasonable assistance, including, without limitation, access to employees, books and records of the Group Companies, as may be redacted requested by Seller (A) to remove references concerning the valuation of such party and its Affiliates, affiliates) in connection with Seller’s operation of its business for a period of 2 years after the Closing Date. Seller shall be liable for reasonable out-of-pocket costs or expenses related employees of the Buyer or its affiliates (Bincluding employees of the Group Companies) as necessary cooperation and assistance pursuant to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsthis Section 6.04(e).

Commercially Reasonable Efforts; Further Assurances. (a) Parent and the Company shall use their commercially reasonable efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Section 6, as applicable to each of them. Each Party, at the reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary and consistent with this Agreement to effect the consummation of the Merger and other transactions contemplated by this Agreement. (b) Subject to the terms and conditions of this Agreementhereof, each party (other than the Shareholders’ Representative) shall Company and Parent agree to use its their respective commercially reasonable efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable to promptly consummate and make effective the Merger and other transactions contemplated by this Agreement, including using their respective commercially reasonable efforts: (i) to effect all necessary registrations and filings required by any Governmental Authority (in connection with which Parent and the Company shall cooperate with each other in connection with the making of all such registrations and filings, including providing copies of all such documents to the non-filing party and its advisors prior to the time of such filing and, if requested, will consider in good faith reasonable additions, deletions or desirable changes suggested in connection therewith) and (ii) to furnish to each other such information and assistance as reasonably may be requested in connection with the foregoing. (c) The Company shall use its commercially reasonable efforts to promptly obtain all consents, approvals, authorizations, and waivers of, and to give all notices to, each third party that may be necessary for the performance of its obligations under applicable Lawsthis Agreement and the consummation of the transactions contemplated hereby, including obtaining all consents, approvals, authorizations and waivers, and giving all notices listed in Section 2.4(c) of the Company Disclosure Schedule; provided, however, that the Company shall not amend or agree to amend, or as reasonably requested by waive any material right or material economic benefit under, any Company Material Contract in connection with obtaining such consents, approvals, authorizations and waivers without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); and provided, further, that, in connection with obtaining such consents, approvals, authorizations and waivers, or the giving of such notices, the Company shall not incur any material out of pocket costs or any other material obligation or liability without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (d) Parent, on the one hand, and the Company, on the other partieshand, shall, in connection with the efforts referenced in Section 5.4(b) to consummate obtain all requisite approvals and implement expeditiously authorizations for the transactions contemplated by this Agreement under the HSR Act, ECMR or any other applicable Antitrust Law, use its reasonable best efforts to: (i) 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; (ii) keep the other Party reasonably informed of the status of matters related to the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of any written notices or other communications received by such party Party from, or given by such party Party to, any third party the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”), the European Commission or any other Governmental Authority and of any notices or other communications received or given in connection with respect to such transactionsany proceeding by a private party, in each case regarding any of the transactions contemplated hereby and (iviii) permit the other party Party to review and incorporate the other party’s reasonable comments in any communication to be given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Authority or, in connection with any proceeding by a private party, with any other person, and to any the extent permitted by the FTC, DOJ or such other applicable Governmental Authority or other person, give the other Party the opportunity to attend and participate in such meetings and conferences in accordance with Antitrust Law. However, commercially sensitive information shall not be disclosed between the Parties and appropriate measures shall be taken to safeguard the confidentiality of such commercially sensitive information. 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, the ECMR, and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws 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. (e) In furtherance and not in limitation of the covenants of the parties contained in Sections 5.4(b) and (d), each Party hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any filings required applicable Antitrust Law. Notwithstanding anything to be made withthe contrary in this Agreement, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution any filing or submission required or action to be taken by either Parent or the Company to consummate the Merger, in no event shall Parent or any of its Subsidiaries or affiliates be obligated to propose or agree to accept any material undertaking or condition, to enter into any consent decree, to make any material divestiture or to accept any material operational restriction. (f) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or a private party challenging any transaction contemplated by this Agreement, each of the parties (i) shall cooperate with the others and delivery of this Agreement use its respective reasonable best efforts to defend, contest and the resist any such action or proceeding and to have vacated, lifted, reversed or overturned any order that is in effect (until all appeals are exhausted, if necessary) that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (vii) to the extent reasonably practicableshall defend, consult at their costs and expense, any action or actions, whether administrative or judicial, in connection with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement. (g) Notwithstanding the foregoing or any other provision of this Agreement, either nothing in person this Section 5.4 shall limit a Party’s right to terminate this Agreement pursuant to Section 7.1 so long as such Party has up to then complied in all material respects with its obligations under this Section 5.4. (h) Notwithstanding the foregoing or by telephoneany other provision of this Agreement, the Company shall not take any action, agree to take any action or consent to the taking of any action pursuant to this Section 5.4 (including with any Authority respect to selling, holding separate or otherwise disposing of assets or conducting its business in connection with a specified manner) without the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each prior written consent of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsParent.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to Each of the terms and conditions of this Agreement, each party (other than the Shareholders’ Representative) parties shall use its all commercially reasonable efforts to take, or cause to be taken, all actions and appropriate action to do, or cause to be done, all things necessary necessary, proper or desirable advisable under applicable Laws, Law or as reasonably requested by the other parties, otherwise to consummate and implement expeditiously each of make effective the transactions contemplated by this AgreementTransactions as promptly as practicable, including using reasonable best efforts to (i) obtain from Governmental Authorities and other Persons all necessary actions, nonactionsconsents, waivers, consentsapprovals, approvals authorizations, qualifications and other authorizations from all applicable Authorities prior to orders as are necessary for the Effective Time, consummation of the Transactions and (ii) avoid an Action have vacated, lifted, reversed or proceeding by overturned any Authorityorder, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the Transactions. In furtherance and not in limitation of the foregoing, the Company shall permit Parent reasonably to participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement, the Arrangement or the other Transactions, and (iii) execute and deliver the Company shall not settle or compromise any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) such claim, suit or cause of action without Parent’s written consent, which consent shall execute and deliver such other documentsnot be unreasonably withheld, certificates, agreements and other writings and take such other actions as may be necessary conditioned or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreementdelayed. (b) Without limiting The Company or the generality applicable Company Subsidiary Group Member shall give promptly such notice to third parties and use commercially reasonable efforts to obtain such third party consents and estoppel certificates as Parent may in its reasonable discretion deem necessary or desirable in connection with the Transactions. Parent shall cooperate with and assist the Company or the applicable Company Subsidiary Group Member in giving such notices and obtaining such consents and estoppel certificates; provided, however, that Parent shall have no obligation to give any guarantee or other consideration of Section 8.1(a)any nature in connection with any such notice, each party hereto (other than consent or estoppel certificate or consent to any change in the Shareholders’ Representative) agrees to, and shall cause terms of any agreement or arrangement that Parent in its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable sole discretion may deem adverse to the appropriate Authority interests of Parent or any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation LawCompany Group Member. (c) Subject Notwithstanding anything herein to applicable Lawthe contrary, each of the Company and Purchaser agrees Parent shall not be required by this Section 6.6 to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) cooperate and consult with require the other regarding obtaining and making all notifications and filings with Authoritiesdivestiture of any assets of Parent, any Company Group Member or any of their respective Affiliates, or (ii) furnish to the other such information and assistance as the other may reasonably request in connection limit Parent’s freedom of action with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party fromrespect to, or given by such party toits ability to consolidate and control, any third party the Company or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other partyof its assets or any of Parent’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements ’ other assets or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsbusinesses.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to Upon the terms and subject to the conditions of this Agreementhereof (including without limitation, Sections 9.02 and 13.03), the Sellers and the Purchasers each party agree to (other than and ASC shall cause the Shareholders’ RepresentativeCompany to) shall use its their respective commercially reasonable efforts in good faith to take, take or cause to be taken, taken all actions and to do, or cause to be done, all things necessary necessary, proper or desirable under applicable Laws, or as reasonably requested by advisable to ensure that the other parties, conditions set forth in Articles VII and VIII are satisfied and to consummate and implement expeditiously each of make effective the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals Agreement and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver Related Documents insofar as such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreementmatters are within their respective control. (b) Without limiting Except as otherwise expressly provided for in this Agreement, the generality of Section 8.1(a), each party parties hereto shall (other than the Shareholders’ Representative) agrees to, and ASC shall cause its respective Affiliates the Company to) provide such information and cooperate fully with each other in making such applications, make filings and other submissions which may be required or reasonably necessary in order to obtain all approvals, consents, authorizations, releases and waivers as promptly may be required under this Agreement and the Related Documents as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable conditions to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Lawparties' Closing obligations. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance Except as the other may reasonably request otherwise expressly provided for in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, the parties hereto shall (and ASC shall cause the Company to) promptly take all actions necessary to make each filing, including promptly furnishing the other with copies any supplemental filing, which either of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to them may be given by it to any Authority with respect to any filings required to be made with, make with any Governmental Agency as a condition to or action or nonactions, waivers, expirations or terminations consequence of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and or any Related Document. (vd) On or prior to the extent reasonably practicable, consult Closing the parties hereto shall (and ASC shall cause the Company to) execute and deliver to each other the Related Documents. (e) The Sellers shall use their commercially reasonable efforts to assist and cooperate with the other Parent in advance preparing audited financial statements of the Company as of and not participate for the fiscal years ended July 29, 2001 and July 30, 2000 (such audited financial statements to include balance sheets, statements of earnings and statements of cash flow and to be prepared in any meeting or discussion relating to accordance with Regulation S-X under the transactions contemplated Securities Act). The Purchasers shall be responsible for the fees and expenses incurred by this Agreement, either in person or by telephone, with any Authority them in connection with the proposed transactions unless it gives preparation of such audited financial statements (including the other party fees and expenses of their auditors) and the opportunity Sellers shall be responsible for the fees and expenses incurred by them in connection with such cooperation (including the fees and expenses of their auditors). (f) The Purchasers shall deliver, or cause to attend be delivered, at or prior to the Closing, to the Sierra Pacific Power Company ("Sierra Pacific"), a substitute letter of credit (the "Substitute Letter of Credit") securing performance of the Company's obligations to Sierra Pacific pursuant to the agreements set forth on Schedule 9.05(f) of the Seller Disclosure Schedule, substantially identical to the letter of credit in effect on the date hereof (the "Sierra Pacific Letter of Credit") and observeotherwise in form and substance reasonably acceptable to Sierra Pacific; provided, however, that in each the event Sierra Pacific shall not accept the Substitute Letter of clauses (iii) Credit in exchange for the Sierra Pacific Letter of Credit, at the time of the Closing, the Purchasers shall deliver the Back-Up Letter of Credit and (iv) abovethe Purchasers shall use their reasonable best efforts to cooperate with the Sellers and otherwise take any actions as may be reasonably necessary to effect the return of the Sierra Pacific Letter of Credit to ASC as promptly as practicable; provided, further, that materials may be redacted upon return of the Sierra Pacific Letter of Credit to ASC, ASC shall simultaneously return the Back-Up Letter of Credit to the Purchasers. (Ag) The Sellers shall, to remove references concerning the valuation extent permitted by applicable Law, use their commercially reasonable efforts to assist and cooperate with the Purchasers in making such arrangements as would permit the continued sales of alcoholic beverages by the Company at the Resort following the Closing and pending the issuance of a new liquor license to the Company reflecting the transactions contemplated by the Agent, including assisting with transfer applications. (h) The Sellers and the Purchasers shall use their commercially reasonable efforts to cause the Capital Lease Lenders to agree to accept the Substitute Capital Leases and, in the event of such party agreement, the Company shall execute and deliver to the Capital Lease Lenders, at or simultaneously with the Closing, the Substitute Capital Leases; provided, however, that if any Capital Lease Lender requires the payment of a fee or other consideration for accepting a Substitute Capital Lease, the Sellers shall, at their election and in accordance with Section 2.02(b), either (i) pay such fee or other consideration or (ii) elect to have such Capital Lease prepaid at Closing. (i) Following the Closing, ASC shall permit the Company to use all items of ski and snowboard rental equipment utilized by the Company prior to the Closing which is subject to a lease with ASC or any of its Affiliates (other than the Company) at a cost equal to ASC's or such Affiliate's cost under the applicable leases therefor, through the end of the 2001/2002 ski season. (j) The Purchasers agree to cause the Company to honor ASC's obligations under the Promotional Contracts and multi-resort passes through the end of the 2001/2002 ski season. (k) Subject to compliance by the Sellers with any proprietary rights, confidentiality or similar agreements, the Sellers shall transfer, or shall cause to be transferred, to the Company, at or prior to the Closing, all data and all right, title and interest to such data that relates exclusively to the Company and is maintained in electronic format by ASC or any of its Affiliates, including, without limitation, marketing data and customer lists; provided, however, that the Sellers shall use their respective commercially reasonable efforts to transfer to the Company any such data that does not relate exclusively to the Company to the extent such data can be segregated from information relating to the Sellers or their Affiliates (Bother than the Company) and that is not otherwise subject to a proprietary rights, confidentiality or similar agreement; provided, further, that Sellers shall be entitled to retain such information for their own use (in addition to transferring it to the Company). (l) To the extent that, following the Closing, the Company shall not be able to continue to use any of the licenses set forth on Schedule 9.05(l) of the Seller Disclosure Schedule, the Sellers agree to use their commercially reasonable efforts (excluding the payment of money or the delivery of any item of value) to assist the Company in replacing such licenses and/or to provide the Company with the benefits of such licenses. (m) The Purchasers and the Sellers shall (and the Sellers shall cause the Company to) use their commercially reasonable efforts to obtain any Approvals required to be obtained pursuant to the agreement identified in Item 33 of Schedule 3.11(a) of the Seller Disclosure Schedule (the "Section 9.05(m) Agreement") and to release (the "Release") the Sellers and their Affiliates from any cross-default provision contained in the Section 9.05(m) Agreement or in any other agreement of the Sellers or their Affiliates that is cross-defaulted with the Section 9.05(m) Agreement. (n) Contemporaneously with the Closing, the Purchasers and the Sellers shall file an amendment to the Certificate of Limited Partnership of the Company with the Secretary of State of the State of Nevada, removing HC as necessary to comply general partner of the Company and replacing HC with contractual arrangements or applicable Lawssuch general partner as the Parent shall, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsin its sole discretion, appoint.