Common use of Commercially Reasonable Efforts Clause in Contracts

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereof, each of the 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, proper or advisable to consummate and make effective as promptly as practicable the Transactions and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for the consummation of the Transactions. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United States. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the Parties parties agrees to 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, proper or advisable to consummate and make effective as promptly as practicable effective, in the Transactions most expeditious manner practicable, the Merger and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Propertyother transactions contemplated by this Agreement, including (i) the obtaining of all consentsnecessary actions or nonactions, waivers, authorizations consents and approvals from Governmental Authorities Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers, and any necessary or appropriate financing arrangements, from third parties, (iii) the defending of any lawsuits or other third parties required for legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything to the contrary in this Agreement, neither Xxxxxxxx.xxx nor Phone shall be required to hold separate (including by trust or otherwise) or divest any of their respective businesses or assets, or enter into any consent decree or other agreement that would restrict either Xxxxxxxx.xxx or Phone in the conduct of its business as heretofore conducted. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, In connection with and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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. 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 the foregoing, Seller Phone and Xxxxxxxx.xxx shall execute and deliver (i) take all action necessary to Buyer ensure that no state takeover statute or obtain for delivery similar statute or regulation is or becomes applicable to Buyerthis Agreement, at the request of Buyer and at its expenseOption Agreements, and without further consideration, or any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside transactions contemplated hereby and thereby and (ii) if any state takeover statute or similar statute or regulation becomes applicable to such agreements or transactions, take all action necessary to ensure that such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the United StatesMerger and the other transactions contemplated by this Agreement. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement and applicable law, each of the Parties agrees to 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, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as promptly soon as practicable practicable. Without limiting the Transactions and foregoing, the parties shall use commercially reasonable efforts to vest in Buyer (and any transferee shall use commercially reasonable efforts to cause their respective subsidiaries, and use commercially reasonable efforts to cause their respective affiliates, 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 Buyerthe Offer Documents, the Schedule TO, the State Filings, the Schedule 14D-9 and the Proxy Statement and all necessary amendments or supplements thereto; (ii) good and marketable title to the Conveyed Intellectual Property, including obtaining obtain all consents, approvals, waivers, authorizations licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and approvals from give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Authorities and Entity or other third parties required for Person necessary in connection with the consummation of the Transactionstransactions contemplated by this Agreement as soon as reasonably practicable; (iii) provide all such information concerning such party, its subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any of the foregoing and (iv) avoid the entry of, or have vacated or terminated, any decree, order or judgment that would restrain, prevent, or delay the consummation of the Offer or the Merger. Prior to making any 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 afford the other party a reasonable opportunity to comment on such drafts. (b) From time Parent shall take any and all commercially reasonable steps necessary to time after the Closingavoid or eliminate every applicable impediment under any antitrust, at the request of Buyer (competition or trade regulation law that is asserted by any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) Governmental Entity with respect to the Conveyed Intellectual PropertyOffer or the Merger so as to enable the consummation of the Offer or the Merger to occur as expeditiously as possible. The parties agree that such commercially reasonable efforts of Parent shall include (1) the obligation of Parent to litigate with any Governmental Entity for a period from the date hereof through and including December 31, including without limitation such assignments, agreements 2000 and limited powers (2) the obligation of attorney Parent to divest assets or businesses of the Company as may be needed for recording required in order to facilitate the expiration of any applicable waiting period under any antitrust, competition or effectuating trade regulation law, to secure the transfer termination of any investigation by any Governmental Entity or to avoid the filing of litigation by any Governmental Entity seeking to enjoin the purchase of Shares pursuant to the Offer or the consummation of the Conveyed Intellectual Property Merger, or to the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the United States. Nothing herein effect of preventing or delaying the purchase of Shares pursuant to the Offer or the consummation of the Merger; provided, however, the parties further agree that nothing in this -------- ------- section shall be deemed a waiver by Buyer require that Parent (i) divest, sell or hold separate any 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 assets or properties other than assets or properties of the foregoingCompany, Seller shall execute and deliver (ii) consent to Buyer Parent or obtain for delivery the Company doing any of the foregoing if any proposed divestiture of assets or businesses would have or be reasonable likely to Buyerhave a Company Material Adverse Effect, at the request of Buyer and at its expense, and without further consideration, (iii) enter into a consent decree or assume any documents required to update record title other obligations with respect to the owned Conveyed Intellectual Property to reflect Buyer ongoing operations of Parent, its subsidiaries or the Company or (and iv) litigate with any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expenseGovernmental Entity for a period beyond December 31, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United States2000. (c) From time Notwithstanding anything to time after the Closingcontrary in the foregoing paragraph (b), at Parent agrees that it will enter into a consent order if the request sole purpose of Buyer such order is to cause the Company to become subject to the existing Federal Trade Commission consent order, In the Matter of Merck & Co., Inc. And Merck-Medco Managed Care, L.L.C., File No. 951-0097, to the same extent that Merck-Medco Managed Care, L.L.C. is currently subject to such consent order. (d) The Company, Parent and at its expenseMerger Subsidiary shall keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby, and without further considerationincluding promptly furnishing the other with copies of notices or other communications received by Parent, Seller shall assist Buyer (and Merger Subsidiary or the Company, as the case may be, or any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to the ownershiptransactions contemplated by this Agreement. (e) The Company shall give prompt notice to Parent of any change that has resulted in or would be reasonably likely to have a Company Material Adverse Effect and Parent shall give the Company prompt notice of any change that has resulted in or would be reasonably likely to have a Parent Material Adverse Effect. (f) If any Antitakeover Statute shall or may become applicable to the Offer or the Merger or the other transactions contemplated by this Agreement or the Stockholder Agreement, validity, enforceability, infringement each of Parent and the Company and their respective Board of Directors shall grant such approvals and take such lawful actions as are necessary so that such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or other violation of the Stockholder Agreement or by the Conveyed Intellectual PropertyOffer or the Merger and otherwise act to eliminate or minimize the effects of such statute or regulation on such transactions.

Commercially Reasonable Efforts. (a) Upon From the date hereof through the Effective Time, on the terms and subject to the conditions hereofset forth in this Agreement, each of the Parties agrees to parties hereto shall use its commercially reasonable efforts (unless, with respect to any action, another standard of performance is expressly provided for herein), prior to, at and after the REB Transfer Time, to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper necessary or advisable under this Agreement and applicable Law to consummate and make effective as promptly as practicable effective, in the Transactions and to vest in Buyer (and any transferee of Buyer) good and marketable title to most expeditious manner practicable, the Conveyed Intellectual PropertyTransactions, including (i) obtaining all consentsnecessary or advisable Governmental Approvals and making all necessary or advisable registrations and filings (including filings with Governmental Entities, waiversif any) and taking all reasonable steps as may be necessary to obtain an approval or waiver from, authorizations and approvals from or to avoid an action or proceeding by, any Governmental Authorities and Entity, (ii) obtaining all necessary or advisable Consents, (iii) defending against any Actions challenging this Agreement or any other third parties required for Transaction Document or the consummation of the Transactions. , including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (biv) From time executing and delivering any additional instruments necessary to time after consummate the ClosingTransactions and to fully carry out the purposes of the Transaction Documents, at other than, in the request case of Buyer each of clauses (or any transferee of Buyeri) and at such requesting party’s expensethrough (iv), and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) with respect to registrations, filings and other Governmental Approvals relating to Review Laws, which are the Conveyed Intellectual Property, including subject of Section 9.04(b). In connection with and 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. 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 the foregoing, Seller Parent shall execute (A) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Document and deliver (B) if any state takeover statute or similar statute or regulation becomes applicable to Buyer any Transaction or obtain for delivery this Agreement or any other Transaction Document, use commercially reasonable efforts to Buyer, at ensure that the request of Buyer Merger and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) other Transactions may be consummated as promptly as practicable on the record owner in each jurisdiction in which such Conveyed Intellectual Property existsterms contemplated by the Transaction Documents. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration Each of the Conveyed Intellectual Property parties hereto shall keep the other parties hereto reasonably informed of its progress in jurisdictions outside of the United Statesobtaining any necessary or advisable Consents and Governmental Approvals pursuant to this Section 9.04(a). (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the Parties agrees to 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 reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable effective, in the Transactions and to vest in Buyer (and any transferee of Buyer) good and marketable title to most expeditious manner practicable, the Conveyed Intellectual PropertyTransactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfied, (ii) the obtaining all consentsof such reasonably necessary actions, waivers, consents, approvals, orders and authorizations and approvals from Governmental Authorities Entities and other the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required for as a result of the Transactions, including the consents referred to in Schedules 3.5 and 5.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions. (b) From time , including seeking to time after the Closing, at the request of Buyer (have any stay or temporary restraining order entered by any transferee of Buyer) and at such requesting party’s expensecourt or other Governmental Entity vacated or reversed, and without further consideration(v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, Seller agrees on its own behalfand to fully carry out the purposes of, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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 this Agreement. Notwithstanding anything herein conveyed, or intended so to be, to Buyer (and any transferee of Buyer) with respect to the Conveyed Intellectual Propertycontrary, 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 nothing in the United States. Nothing herein this Agreement shall be deemed a waiver to require HL or the Company to agree to any divestiture by Buyer itself or any of its right Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to receive at the Closing an effective assignment conduct their business or to own or exercise control of such rights by Seller as otherwise set forth in this Agreement. Without limiting the generality of the foregoingassets, Seller shall execute properties and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United Statesstock. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the Parties parties agrees to 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, proper or advisable to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable practicable, (ii) the Transactions and to vest in Buyer (and any transferee obtaining of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining all consentsnecessary actions or nonactions, waivers, authorizations consents and approvals from Governmental Authorities Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and (iii) the obtaining of all necessary consents, approvals or waivers from third parties. In connection with and without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report forms (the "HSR Filing") required under the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable. Each party shall cooperate with the other third parties required for party to the extent necessary to assist the other party in the preparation of its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval of the consummation of the Transactions. Transactions by any Governmental Entity; and (bB) From time to time after the Closing, at the request of Buyer (or resolve any transferee of Buyer) objections and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) with respect to the Conveyed Intellectual Propertychallenges, including without limitation by contest through litigation on the merits (such assignmentslitigation to be directed by Parent, agreements and limited powers of attorney as may be needed for recording or effectuating with any litigation costs incurred by the transfer of the Conveyed Intellectual Property in the United States. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) Company in connection with the registration its participation therein in excess of the Conveyed Intellectual Property in jurisdictions outside of the United States. (c) From time $100,000 to time after the Closingbe borne by Parent), at the request of Buyer and at its expensenegotiation or other action, and without further consideration, Seller shall assist Buyer (and that may be asserted by any transferee of Buyer) as Buyer may reasonably require in connection with the defense Governmental Entity or prosecution of any claim by or against any third party with respect to the ownershiptransaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, validityrule or regulation; provided, enforceabilityhowever, infringement that Parent shall not be required to initiate or other violation continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company or any of their Affiliates in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the Conveyed Intellectual Propertyholders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement.

Commercially Reasonable Efforts. (ai) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each of the Parties agrees to Party shall use its commercially reasonable efforts efforts, and shall cooperate fully with the other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement (including the receipt of all Requisite Regulatory Approvals), and make effective to comply as promptly as practicable the Transactions and to vest in Buyer (and any transferee with all requirements of Buyer) good and marketable title Governmental Authorities applicable to the Conveyed Intellectual Property, including obtaining all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for the consummation of the Transactionstransactions contemplated by this Agreement. (bii) From time In furtherance and not in limitation of Section 6.8(b)(i), to time after the Closingextent required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each Party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, at the request of Buyer (or any transferee of Buyer) such Party’s sole cost and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) with respect to the Conveyed Intellectual Propertytransactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to Antitrust Laws and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including without limitation such assignments, agreements and limited powers of attorney as may be needed for recording or effectuating the transfer by requesting early termination of the Conveyed Intellectual Property in waiting period provided for under the United StatesAntitrust Laws. 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 the foregoingEach Party shall, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with its efforts to obtain all requisite approvals and authorizations for the registration of the Conveyed Intellectual Property transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (A) cooperate in jurisdictions outside of the United States. (c) From time to time after the Closing, at the request of Buyer and at all respects with each other Party or its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (B) keep the defense or prosecution other Parties reasonably informed of any claim communication received by such Party or against its Representatives from, or given by such Party or its Representatives to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”), the SEC or any third party other U.S. or foreign Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; (C) permit the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ, the SEC or any other Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by the FTC, the DOJ, the SEC or such other applicable Governmental Authority or other Person, give the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Party is prohibited from participating in or attending any meetings or conferences, the other Parties shall keep such Party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the ownershipfiling of any memoranda, validitywhite papers, enforceabilityfilings, infringement correspondence or other violation of written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by the Conveyed Intellectual Propertyany Governmental Authority.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereof, each Without in any way limiting any other respective obligation of the Parties agrees Company or any Investor in this Agreement, the Company shall use (and shall cause its Subsidiaries to use its use), and each Investor shall use, 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 reasonably necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement and the Rights Offering Sub-Plan, including using commercially reasonable efforts in: (i) timely preparing and filing all documentation reasonably necessary to effect all necessary notices, reports and other filings of such party and to obtain as promptly as practicable the Transactions and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining all consents, waiversregistrations, approvals, permits and authorizations and approvals necessary or advisable to be obtained from any third party or Governmental Authorities and other third parties required for Entity; and (ii) defending any Legal Proceedings challenging this Agreement, the Rights Offering Sub-Plan or any Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed. (b) From time Subject to time after applicable Laws relating to the Closingexchange of information, at the request of Buyer (or any transferee of Buyer) Investors and at such requesting party’s expensethe Company shall have the right to review in advance, and without further consideration, Seller agrees to the extent practicable each will consult with the other on its own behalfall of the information relating to Investors or the Company, as well as on behalf the case may be, and any of its subsidiariestheir respective Subsidiaries, affiliates, successors, assigns and legal representatives, to execute and deliver to Buyer that appears in 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 conveyedfiling made with, or intended so to be, to Buyer (and any transferee of Buyer) 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. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further considerationwritten materials submitted to, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and third party and/or any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) Governmental Entity in connection with the registration transactions contemplated by this Agreement or the Rights Offering Sub-Plan. In exercising the foregoing rights, each of the Conveyed Intellectual Property in jurisdictions outside of Company and the United StatesInvestors shall act reasonably and as promptly as practicable. (c) From time Nothing contained herein this Section 7.14 shall limit the ability of any Investor to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection consult with the defense Debtors, to appear and be heard, or prosecution to file objections, concerning any matter arising in the Proceedings, so long as such consultation, appearance or objection is not inconsistent with (i) such Investor’s obligations hereunder or (ii) the terms of any claim the Rights Offering Sub-Plan and the other transactions contemplated by or against any third party and in accordance with respect to this Agreement and the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual PropertyRights Offering Sub-Plan.

Commercially Reasonable Efforts. (a) Upon 5.4.1 Prior to the Closing, upon the terms and subject to the conditions hereofof this Agreement, each of the Parties agrees to Seller and Purchaser shall cooperate and 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 necessary, proper or advisable reasonably required to consummate the transactions contemplated herein and make effective in any other Operative Agreement as promptly as practicable reasonably practicable, including (i) the Transactions execution of delivery of such documents and other papers and (ii) the preparation and filing of all forms, registrations and notices required to vest be filed to consummate such transactions and the taking of such actions as are reasonably required to obtain any requisite consents, authorizations, waivers or approvals by any third party (including any Governmental Entity). In addition, no party (or any of its respective Affiliates) shall take any action after the Effective Date that would reasonably be expected to delay the obtaining of, or result in Buyer not obtaining, any consent or approval from any third party (and including any transferee of BuyerGovernmental Entity) good and marketable title required to be obtained prior to the Conveyed Intellectual PropertyClosing. Except as provided in Section 5.4.5, Purchaser shall provide such commercially reasonable assurances as to financial capability, resources and creditworthiness as may be commercially reasonably requested by any third party (including obtaining any Governmental Entity) whose consent or approval is sought hereunder provided, that, Purchaser shall not be required to provide any such assurances which are financially dissimilar from those provided to such third party by Seller as of the Effective Date. 5.4.2 After the Effective Date, each of the Seller and Purchaser shall promptly furnish to the other such necessary information and reasonable assistance as are required with respect to all consentsfilings required to be made with any Governmental Entity or any other information required to be supplied by Purchaser or Seller or any of its Affiliates to a Governmental Entity in connection with this Agreement and the transactions contemplated herein and in the other Operative Agreements and each of Seller and Purchaser shall promptly, waiversbut in no event more than ten (10) days after the Effective Date (or, authorizations and approvals from Governmental Authorities and other third parties in the case of any notification to be provided to the DOJ by Seller as required for by the Final Judgment, within two (2) Business Days), make all filings required to be made by such party in connection with the consummation of the Transactionstransactions contemplated by this Agreement; provided, that, with respect to this Section 5.4, nothing shall require either Purchaser or Seller, as applicable, (the “Information Provider”) to provide to such other party (the “Information Receiver”) any information that the Information Provider should reasonably determine is necessary for the Information Provider to keep confidential from the Information Receiver for the purpose of competing effectively in the production, distribution and sale of newsprint. Each of Seller and Purchaser shall promptly inform the other party of any substantive meeting, discussion, or communication with any Governmental Entity (and shall supply to the other party any written communication or other written correspondence or memoranda) in respect of any filings, investigation or inquiry concerning the transactions contemplated herein and in any other Operative Agreement, including with respect to any approvals or other requirements relating to the divestitures under the Final Judgment, and shall use commercially reasonable efforts to consult with the other party in advance and, to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. If any party or Affiliate thereof receives a request for information or documentary material from any Governmental Entity with respect to any of the transactions contemplated herein or in any other Operative Agreement, then such party shall make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In addition, each of Seller and Purchaser will keep the other apprised of the status of any such meetings, discussions, or communications with, and any inquiries or requests for additional information from any Governmental Entity. For purposes of clarity of the foregoing requirement of Purchaser to provide financial assurances as to financial capability, resources and creditworthiness, in connection with the Aquifer Protection Permits issued to Seller and Apache, listed as items 1, 16, 17, 18, and 19 on Schedule 3.17(a), Purchaser expressly agrees to take commercially reasonable measures promptly after the Closing to provide substitute financial assurance for such permits consistent with the requirements of applicable regulations (i.e. by providing documentation to the Arizona Department of Environmental Quality that Purchaser meets the financial test for self-assurance detailed in Arizona Code Section R18-9-A203(C)(1) or an alternate commercially reasonable mechanism for financial assurance that complies with applicable Environmental Laws) to enable the release of the guarantee currently provided by Seller to satisfy the applicable financial assurance requirements. 5.4.3 Seller shall diligently, promptly and in good faith seek an extension or extensions of up to sixty (b60) From time days of the divestiture period specified in Section IV of the Final Judgment consistent with the Final Date. 5.4.4 Neither Purchaser nor Seller shall, and each shall cause its respective Affiliates not to, take any action that could reasonably be expected to time after adversely affect the approval of any Governmental Entity of any of the aforementioned filings. 5.4.5 Purchaser shall cooperate in good faith with all Governmental Entities, in each case with competent jurisdiction, and shall undertake promptly any and all action required to complete lawfully the transactions contemplated by this Agreement; provided, that, nothing in this Agreement shall obligate Purchaser or any of its Affiliates to take any action or agree (i) to divest, dispose of or hold separate all or any portion of their respective businesses, assets or properties, or of the business, assets or properties of the Newsprint Business or Apache, (ii) to limit the ability of Purchaser or any of its Affiliates to conduct or control their respective businesses or own such assets or properties or to conduct or control the Newsprint Business or Apache or own the Newsprint Assets or (iii) to take any action that could reasonably be expected to have a material adverse impact on the business, operations or revenues of Purchaser or any of its Affiliates, the Newsprint Business or Apache. 5.4.6 Following the Effective Date and prior to the Closing Date, subject to applicable law, Seller shall use its commercially reasonable efforts to cooperate with Purchaser to integrate the Businesses into the existing businesses of Purchaser, effective as of the Closing, at . 5.4.7 Following the request of Buyer (Effective Date and on or any transferee of Buyer) and at such requesting party’s expense, and without further considerationprior to the Closing Date, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer shall not (and any transferee of Buyer) with respect to the Conveyed Intellectual PropertyNewsprint Business) adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, including without limitation such assignmentsconsolidation, agreements and limited powers of attorney as may be needed for recording restructuring, recapitalization or effectuating other reorganization. 5.4.8 Following the transfer filing of the Conveyed Intellectual Property in Preliminary Prospectus, Purchaser shall use commercially reasonable efforts to close the United States. Nothing herein shall be deemed a waiver by Buyer Rights Offering as promptly as practicable. 5.4.9 Each party agrees to notify the other if it becomes aware that it is reasonably likely that any of its right to receive at the Closing an effective assignment of such rights by Seller as otherwise conditions set forth in this Agreement. Without limiting Section 7.1 and, in the generality case of the foregoingSeller, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expenseSection 7.2, and without further considerationin the case of Purchaser, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee Section 7.3, will be incapable of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United States. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or being satisfied by the Conveyed Intellectual PropertyFinal Date.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the Parties parties agrees to 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, proper or advisable to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and (iii) the obtaining of all necessary consents, approvals or waivers from third parties; provided that none of the Company, Parent or Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents. In connection with and without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the "HSR Filing") required under the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable. The HSR Filing shall be in substantial compliance with the requirements of the HSR Act. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information thereunder. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Stockholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Stockholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Stockholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Stockholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement may be consummated as promptly as practicable on the Transactions terms contemplated by this Agreement and the Stockholder Agreement and otherwise to vest in Buyer (minimize the effect of such statute or regulation on this Agreement, the Stockholder Agreement, the Merger and any transferee of Buyer) good the other transactions contemplated by this Agreement and marketable title to the Conveyed Intellectual Property, including obtaining all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for the consummation of the Transactions. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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 StatesStockholder Agreement. Nothing herein in this Agreement 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 the foregoingrequire Parent to agree to, Seller shall execute and deliver to Buyer or obtain for delivery to Buyerproffer to, at the request of Buyer and at its expense, and without further consideration, divest or hold separate any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and assets or any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United States. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution portion of any claim by business of Parent, the Company or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Propertytheir respective Subsidiaries.

Commercially Reasonable Efforts. (a) Upon Prior to the Closing, upon the terms and subject to the conditions hereofof this Agreement, Republic, the Republic Subsidiaries and the Shareholders agree to, and the Shareholders agree to cause each of the Parties agrees to Conveyed Entities to, 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, proper or advisable required under applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable including, but not limited to, (i) the Transactions preparation and filing of all applicable forms under the HSR Act and other Competition Laws, (ii) the preparation and filing of all other forms, registrations and notices required to vest in Buyer (be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any transferee of Buyer) good and marketable title to the Conveyed Intellectual Propertyrequisite approvals, including obtaining all consents, waiversorders, authorizations exemptions or waivers by any third party or Governmental Authority, and approvals from Governmental Authorities and other third parties required for (iii) the consummation satisfaction of the Transactionsconditions to Closing. (b) From time the date of this Agreement through the Closing Date, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to time after and provide the Closing, at the request of Buyer other (or its counsel) copies of, all filings made by such party with any transferee Governmental Authority or any other information supplied by such party to a Governmental Authority in connection with this Agreement and the transactions contemplated by this Agreement, except personal information with respect to officers and directors. Each party hereto shall promptly inform the other of Buyer) and at any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, Governmental Authority prior 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, to Buyer (and any transferee of Buyer) Closing Date with respect to the Conveyed Intellectual Propertytransactions contemplated by this Agreement, including then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party or parties, an appropriate response in compliance with such request, but in no event shall any such response be submitted without limitation such assignments, agreements the prior review and limited powers of attorney as may be needed for recording or effectuating the transfer consent of the Conveyed Intellectual Property in the United States. 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 the foregoing, Seller shall execute and deliver to Buyer other party or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United Statesparties. (c) From time to time after Following the Closing, at the request of Buyer and at its expenseRepublic shall use commercially reasonable efforts to take, or cause to be taken, all actions, and without further considerationto do, Seller shall assist Buyer (or cause to be done, all things necessary or required under applicable Laws to consummate and any transferee of Buyer) make effective, as Buyer may reasonably require in connection with promptly as practicable, the defense or prosecution of any claim transactions contemplated by or against any third party with respect to this Agreement and the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual PropertyRegistration Rights Agreement attached hereto as Exhibit "A".

Commercially Reasonable Efforts. (a) Upon Subject to and upon the terms and subject to the conditions hereofof this Agreement, each of the Parties agrees shall cooperate with the other Parties and use (and shall cause their respective Subsidiaries to use its use) their respective commercially reasonable efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to cause the conditions to Closing set forth in Article VI applicable to such Party to be satisfied as promptly as reasonably practicable (and in any event no later than the Outside Date) and to consummate and make effective as effective, in the most expeditious manner reasonably practicable, the Transactions, including (A) preparing and filing promptly as practicable and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents and (B) executing and delivering any additional instruments necessary to consummate the Transactions, (ii) obtain all Consents from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions, including any such Consents required under applicable Antitrust Laws, (iii) take all steps that are necessary, proper or advisable to avoid any Proceeding by any Governmental Authorities with respect to this Agreement or the Transactions and to vest (iv) defend or contest in Buyer (and good faith any transferee of Buyer) good and marketable title to the Conveyed Intellectual PropertyProceeding by any third party, including obtaining all consentswhether judicial or administrative, waiverschallenging this Agreement or that could otherwise prevent or impede, authorizations and approvals from Governmental Authorities and other third parties required for interfere with, hinder or delay in any material respect the consummation of the Transactions. (b) From time Subject to time after and upon the Closingterms and conditions of this Agreement, at the request Partnership and Parent shall each use its commercially reasonable efforts to (i) take all action necessary to ensure that no “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or similar statute or regulation (each, a “Takeover Law”) is or becomes applicable to any of Buyer the Transactions or this Agreement and refrain from taking any actions that would cause the applicability of such Laws and (or ii) if the restrictions of any transferee Takeover Law become applicable to any of Buyer) and at such requesting party’s expenseTransactions, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, take all action necessary to execute and deliver to Buyer any further documents or instruments and perform any further acts ensure 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, to Buyer (and any transferee of Buyer) with respect to the Conveyed Intellectual Property, including without limitation such assignments, agreements and limited powers of attorney as Transactions may be needed for recording or effectuating consummated as promptly as practicable on the transfer of terms contemplated by this Agreement and otherwise lawfully minimize the Conveyed Intellectual Property in the United States. Nothing herein shall be deemed a waiver by Buyer of its right to receive at the Closing an effective assignment effect of such rights by Seller as otherwise set forth in this Agreement. Without limiting the generality of the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which Takeover Law on such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United StatesTransactions. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement but subject to Section 5.4, each of the Parties parties agrees to 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, proper or advisable to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to the Closing to be satisfied (but in no event shall a party be required to waive any such condition) as promptly as practicable practicable; (ii) the Transactions and to vest in Buyer (and any transferee obtaining of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining all consentsnecessary actions or nonactions, waivers, authorizations consents, clearances and approvals from Governmental Authorities and other the making of all necessary registrations and filings, and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Authority, including under the HSR Act, or any foreign competition laws, in each case to the extent determined to be applicable to the Merger and the parties hereto, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required for the consummation of the Transactionsparties, (iv) taking all steps as may be necessary to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. (b) From time Subject to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) with respect applicable Laws relating to the Conveyed Intellectual Propertyexchange of information, including without limitation such assignments, agreements and limited powers of attorney as may be needed for recording or effectuating the transfer each of the Conveyed Intellectual Property in Company and Parent shall keep the United States. 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 other reasonably apprised of the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request status of Buyer and at its expense, and without further consideration, any documents required to update record title matters relating to the owned Conveyed Intellectual Property to reflect Buyer (completion of the transactions contemplated hereby and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) work cooperatively in connection with the registration obtaining all required approvals, consents or clearances of the Conveyed Intellectual Property in jurisdictions outside of the United Statesany Governmental Authority. (c) From time to time after the Closing, at the request of Buyer and at its expense, In connection with and without further considerationlimiting the foregoing, Seller the Company and Parent shall assist Buyer (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any of the transactions contemplated hereby and (ii) if any transferee state takeover statute or similar statute or regulation becomes applicable to this Agreement or any of Buyer) the transactions contemplated hereby, take all action necessary to ensure that such transactions may be consummated as Buyer may reasonably require promptly as practicable on the terms required by, or provided for, in connection with this Agreement and otherwise to minimize the defense effect of such statute or prosecution of any claim regulation on the Merger and the other transactions contemplated by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Propertythis Agreement.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to conditions of this Agreement, the conditions hereofCompany, each of the Parties agrees to use its commercially reasonable efforts to Sub and Parent shall take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Law to consummate and make effective the Transactions contemplated by this Agreement, including (i) making as promptly as practicable any required filings with any Governmental Authority or other third party and furnishing all information reasonably required in connection with such filings, (ii) using commercially reasonable efforts to cause the expiration of any applicable waiting periods, (iii) obtain any material consent, authorization or approval of any private third Person required to be obtained by Parent, Sub or the Company or any of their respective Subsidiaries in connection with the Transactions and contemplated by this Agreement, (iv) using commercially reasonable efforts to vest in Buyer (and prevent the entry of any transferee of Buyer) good and marketable title to the Conveyed Intellectual Propertyjudgment, including obtaining all consentsinjunction, waivers, authorizations and approvals from Governmental Authorities and other third parties required for order or decree that would prohibit the consummation of the TransactionsOffer or the Merger and (v) taking any other actions by or with respect to any Governmental Authority or other third party that are necessary, proper or advisable to consummate the Transactions contemplated by this Agreement. In addition to the foregoing, neither Parent or Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under this Agreement, except as expressly provided by this Agreement. (b) From time to time after In furtherance and not in limitation of the Closingforegoing, at each of Parent and Sub, on the request of Buyer (or any transferee of Buyer) and at such requesting party’s expenseone hand, and without further considerationthe Company, Seller agrees on its own behalfthe other hand, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, shall (i) make all appropriate filings pursuant 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, to Buyer (and any transferee of Buyer) applicable Antitrust Laws with respect to the Conveyed Intellectual PropertyTransactions contemplated hereby as promptly as practicable after the date of this Agreement and in no event later than fifteen (15) Business Days after the date of this Agreement, including without limitation such assignments, agreements and limited powers of attorney (ii) supply as promptly as practicable any additional information or documents that may be needed for recording requested and use commercially reasonable efforts to cause the expiration or effectuating termination of any applicable waiting periods or the transfer taking of any other actions by or with respect to such Antitrust Laws as soon as practicable, (iii) contest and resist any action and have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent that restricts, prevents or prohibits the consummation of the Conveyed Intellectual Property in Offer or the United States. Nothing herein shall be deemed a waiver by Buyer of its right Merger under any Antitrust Laws, (iv) subject 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title applicable Law relating to the owned Conveyed Intellectual Property to reflect Buyer exchange of information, notify the other party upon receipt of (and x) any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and comments from any transferee of Buyer) Governmental Authorities in connection with any filings under Antitrust Laws made pursuant hereto; and (y) any request by any Governmental Authority for amendments or supplements to any antitrust filings made pursuant to, or information provided to comply in all material respects with, any Law, (v) give the registration other party notice of the Conveyed Intellectual Property in jurisdictions outside commencement or overt threat of the United States. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution commencement of any claim Legal Proceeding by or against before any third party Governmental Authority with respect to the ownershipTransactions contemplated hereby and keep the other party reasonably informed as to the status of any such Legal Proceeding or overt threat, validity, enforceability, infringement and (vi) inform the other party of any communication to or other violation from any Governmental Authority regarding the Transactions contemplated hereby. All fees and expenses relating to any filing pursuant to any applicable Antitrust Laws (the “Antitrust Expenses”) shall be the responsibility of or by the Conveyed Intellectual PropertyParent and Sub.

Commercially Reasonable Efforts. (a) No later than ten (10) Business Days after the Agreement Date, each party shall make or cause to be made, in cooperation with the other parties, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Merger. Each party shall use its reasonable best efforts to: (i) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice ("DOJ"), the Federal Trade Commission, ("FTC") or any other Governmental Body under any Antitrust Law relating to the Merger or to any other transaction contemplated hereby; (ii) act in good faith and reasonably cooperate with the other party in connection with any investigation of the Merger or of any of the transactions contemplated hereby by any Governmental Body under any Antitrust Law; (iii) to the extent permitted by Law, furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law with respect to the Merger or any other transaction contemplated hereby. In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably practical, none of the parties hereto shall participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, permitting the other party to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date). (b) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the Parties agrees to party shall use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective as promptly as practicable effective, in the Transactions and to vest in Buyer (and any transferee of Buyer) good and marketable title to most expeditious manner practicable, the Conveyed Intellectual Propertytransactions contemplated by this Agreement, including obtaining using reasonable best efforts to obtain all consentsnecessary actions or non-actions, waivers, consents, approvals, orders and authorizations and approvals from all Governmental Authorities Bodies and other third parties required for Persons and make all necessary registrations, declarations and filings with all Governmental Bodies, that are necessary to consummate the consummation of the Transactions. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United StatesMerger. (c) From time Notwithstanding this Section 5.5, nothing in this Agreement shall obligate Parent, or any of its Subsidiaries, to time after propose, negotiate, offer to commit to effect, or effect, by consent decree, hold separate order, or otherwise, the Closingsale, at the request of Buyer and at its expensedivestiture, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense license or prosecution disposition of any claim by assets or against businesses of Parent, the Company, the Surviving Corporation, the Surviving Company, or any third party of their respective Subsidiaries or Affiliates, or otherwise to offer to take, to offer to commit to take, or to take, any action (including any action that limits Parent's freedom of action, ownership or control with respect to, or its ability to retain, hold, or operate, any of the businesses, assets, product lines, properties or services of Parent, the Company, the Surviving Corporation, the Surviving Company or any of their respective Subsidiaries or Affiliates), even if such action would avoid the entry of an Antitrust Restraint or eliminate an impediment to the ownership, validity, enforceability, infringement or other violation of or Closing that may be asserted by the Conveyed Intellectual Propertyany Governmental Body under any Antitrust Law.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the Parties parties agrees to use its all 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, proper or advisable necessary to consummate and make effective as promptly as practicable the Transactions Merger and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Propertyother transactions contemplated by this Agreement, including (i) taking all reasonable acts necessary to cause the conditions in Article VII to be satisfied, (ii) obtaining all consentsnecessary actions or nonactions, waivers, authorizations consents and approvals from Governmental Authorities Entities and other the making of all necessary registrations and filings (including pursuant to the HSR Act) and taking all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties required for parties, and (iv) executing and delivering any additional instruments necessary to consummate the consummation of transactions contemplated by, and to fully carry out the Transactionspurposes of, this Agreement. Nothing set forth in this Section 6.03(a) will limit Section 6.07 hereof or limit or affect actions permitted to be taken pursuant to Sections 5.01 or 5.02. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, In connection with and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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. 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 the foregoing, Seller the Company and Purchaser shall execute and deliver (i) take all commercially reasonable action necessary to Buyer ensure that no state takeover statute or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title similar statute or regulation is or becomes applicable to the owned Conveyed Intellectual Property to reflect Buyer (and Merger, this Agreement or any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United States. other transactions contemplated by this Agreement and (cii) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and if any transferee of Buyer) as Buyer may reasonably require in connection with the defense state takeover statute or prosecution of any claim by similar statute or against any third party with respect regulation becomes applicable to the ownershipMerger, validitythis Agreement or any other transaction contemplated by this Agreement, enforceability, infringement take all reasonable action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other violation of or transactions contemplated by the Conveyed Intellectual Propertythis Agreement.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to conditions set forth in this Agreement, (i) the conditions hereofCompany shall and shall cause its Affiliates to, each of the 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, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure that the conditions set forth in Section 6 are satisfied, and to consummate and make effective the Transactions as promptly as practicable practicable, and (ii) each Investor shall and shall cause its Affiliates to, use 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 hereto in doing, all things necessary, proper or advisable to ensure such Investor's conditions set forth in Section 7 are satisfied, and to consummate the Transactions and as promptly as practicable, including, in each case, using commercially reasonable efforts to vest in Buyer contest (and i) any transferee proceeding, judgement, injunction, order or decree of Buyer) good and marketable title any Governmental Authority brought, or threatened to the Conveyed Intellectual Propertybe brought, including obtaining all consentsby any Governmental Authority seeking to enjoin, waiversrestrain, authorizations and approvals from Governmental Authorities and other third parties required for prevent, prohibit or make illegal the consummation of any of the Transactions at the Company's expense and (ii) any proceeding, judgement, injunction, order or decree of any Governmental Authority that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any terms or conditions in connection with the Transactions. Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as the other party or parties may reasonably request to consummate or implement the Transactions or to evidence such events or matters. (b) From time Notwithstanding anything to time after the Closingcontrary in this Agreement, at nothing in this Section 8.16 shall require the request of Buyer (Investors to take any action or to cause any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiariesAffiliates to take any action, affiliatesincluding selling, successorsdivesting, assigns and legal representativesconveying, 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 conveyedholding separate, or intended so to be, to Buyer (and any transferee otherwise limiting its freedom of Buyer) action with respect to the Conveyed Intellectual Propertyany assets, including without limitation such assignmentsrights, agreements and limited powers products, licenses, businesses, operations or interests therein, of attorney as may be needed for recording any Affiliates or effectuating the transfer any direct or indirect portfolio companies of the Conveyed Intellectual Property in the United States. Nothing herein shall be deemed a waiver investment funds advised or managed by Buyer of its right to receive at the Closing an effective assignment one or more Affiliates of such rights by Seller as otherwise Investor with respect to satisfying the conditions set forth in this Agreement. Without limiting the generality of the foregoing, Seller shall execute and deliver Section 7.1 or 7.3 or to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate comply with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United StatesSection 8.16(a). (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereof, each of the 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, proper or advisable to consummate and make effective as promptly as practicable the Transactions and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual PropertyPurchased Assets, including obtaining all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for the consummation of the Transactions. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) with respect to the Conveyed Intellectual PropertyPurchased Assets, 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 Purchased Assets in the United States. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its Buyer’s expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property Purchased Assets to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property Purchased Assets exists. At the request of Buyer and at its Buyer’s expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property Purchased Assets in jurisdictions outside of the United States. (c) From time to time after the Closing, at the request of Buyer and at its Buyer’s expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may to the extent reasonably require in connection with necessary for the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual PropertyPurchased Assets, so long as Seller is not named as a party adverse to the Buyer in any such proceeding.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the Parties parties agrees to 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, proper or advisable to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to the Closing to be satisfied (but in no event shall a party be required to waive any such condition) as promptly as practicable practicable, (ii) the Transactions and to vest in Buyer (and any transferee obtaining of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining all consentsnecessary actions or nonactions, waivers, authorizations consents, clearances and approvals from Governmental Authorities Entities and the making of all necessary registrations and filings, including all filings required by the HSR Act (the initial filing required by the HSR Act to be filed as soon as reasonably practicable, but in any event within 15 days, following the execution of this Agreement) and any applicable antitrust, competition or similar laws of any foreign jurisdiction, and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any lawsuits or other third parties required for legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In furtherance of the covenants contained in Sections 6.3(a)(ii) and 6.3(a)(iv), Parent and Xxxxxx shall, if required by one or more Governmental Entities acting pursuant to any applicable antitrust, competition or similar laws to obtain any of the actions or nonactions, waivers, consents, clearances, approvals, or avoidance of actions or proceedings referred to in Sections 6.3(a)(ii), or pursuant to Section 6.3(a)(iv) or if required by a federal, state or foreign court, agree to the divestiture by Parent, Xxxxxx or any of their respective Subsidiaries of shares of capital stock or of any business, assets or property of Parent or its Subsidiaries or Xxxxxx or its Subsidiaries and the imposition of any limitation on the ability of Parent or its Subsidiaries or Xxxxxx or its Subsidiaries to conduct their respective businesses or to own or exercise control of their respective assets, properties and stock (including licenses, hold separate agreements, covenants affecting business operating practices or similar matters) if such divestitures and limitations, individually or in the aggregate, would not be reasonably expected to result in the loss of annualized revenue of Parent and Xxxxxx on a combined consolidated basis of more than $225,000,000. Subject to Applicable Laws relating to the exchange of information and in addition to Section 6.3(b), Parent and Xxxxxx, or their respective counsel, shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Parent and its Subsidiaries or Xxxxxx and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (b) From time Subject to time after Applicable Laws relating to the Closingexchange of information, at each of Xxxxxx and Parent shall keep the request other reasonably apprised of Buyer the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining all required approvals, consents or clearances of any Governmental Entity (whether domestic, foreign or any transferee of Buyersupranational). In that regard, each party shall use commercially reasonable efforts to: (i) and at such requesting party’s expensepromptly notify the other of, and without further considerationif in writing, Seller agrees on its own behalffurnish the other with copies of (or, as well as on behalf in the case of its subsidiariesmaterial oral communications, affiliatesadvise the other orally of) any communications from or with any Governmental Entity (whether domestic, successors, assigns and legal representatives, to execute and deliver to Buyer any further documents foreign 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, to Buyer (and any transferee of Buyersupranational) with respect to the Conveyed Intellectual Property, including without limitation such assignments, agreements and limited powers of attorney as may be needed for recording Merger or effectuating the transfer any of the Conveyed Intellectual Property in the United States. Nothing herein shall be deemed a waiver other transactions contemplated 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 , (ii) permit the generality other to review and discuss in advance, and consider in good faith the views of the foregoingother in connection with, Seller shall execute any proposed written (or any material proposed oral) communication with any such Governmental Entity, (iii) not participate in any meeting with any such Governmental Entity unless it consults with the other in advance and deliver to Buyer or obtain for delivery the extent permitted by such Governmental Entity gives the other the opportunity to Buyerattend and participate thereat, at (iv) furnish the request other with copies of Buyer all correspondence, filings and at its expensecommunications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Merger, and without further consideration, any documents required to update record title to (v) furnish the owned Conveyed Intellectual Property to reflect Buyer (other with such necessary information and any transferee of Buyer) reasonable assistance as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the Xxxxxx or Parent may reasonably request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity. Each of Xxxxxx and Parent shall designate any competitively sensitive material provided to the registration other under this Section 6.3 as “outside counsel only.” Such material and the information contained therein shall be given only to the outside legal counsel of the Conveyed Intellectual Property in jurisdictions recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the United Statesrecipient unless express permission is obtained in advance from the source of the materials (Xxxxxx or Parent, as the case may be) or its legal counsel. (c) From time to time after the Closing, at the request of Buyer and at its expense, In connection with and without further considerationlimiting the foregoing, Seller Xxxxxx and Parent shall assist Buyer (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any of the transactions contemplated hereby and (ii) if any transferee state takeover statute or similar statute or regulation becomes applicable to this Agreement or any of Buyer) the transactions contemplated hereby, take all action necessary to ensure that such transactions may be consummated as Buyer may reasonably require promptly as practicable on the terms required by, or provided for, in connection with this Agreement and otherwise to minimize the defense effect of such statute or prosecution of any claim regulation on the Merger and the other transactions contemplated by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Propertythis Agreement.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the Parties agrees parties hereto shall (and, to the extent subject to its control, shall cause the Ventures and their Subsidiaries to) 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, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective effective, as promptly as practicable practicable, the Transactions and transactions contemplated by this Agreement, including (i) taking all actions reasonably necessary to vest in Buyer (and any transferee of Buyer) good and marketable title cause the conditions to the Conveyed Intellectual PropertyClosing set forth in Article III to be satisfied, including obtaining (ii) taking all consentsactions necessary to obtain the Required Approvals and Consents, (iii) taking all actions reasonably necessary to obtain all other waivers, authorizations consents and approvals from Governmental Authorities and other third parties required for necessary in connection with the consummation of the Transactionstransactions contemplated by this Agreement and the making of all other necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain any other approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority necessary in connection with the consummation of the transactions contemplated by this Agreement, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, so as to enable the Closing to occur as soon as reasonably possible, (v) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement, and (vi) giving all consents and approvals required of it, whether acting for itself or in its capacity as a manager, managing member or partner of another entity, to carry out the transactions contemplated by this Agreement. Each of the parties hereto hereby consents to the transfers of interests and other transactions contemplated hereby to be undertaken by the other parties hereto. (b) From time Each of the parties hereto will furnish to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at other parties such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (appropriate information and reasonable assistance as any transferee of Buyer) with respect to the Conveyed Intellectual Property, including without limitation such assignments, agreements and limited powers of attorney as other party hereto may be needed for recording or effectuating the transfer of the Conveyed Intellectual Property in the United States. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration preparation of any required material governmental filings or submissions relating to the Conveyed Intellectual Property in jurisdictions outside of the United States. (c) From time to time after the Closing, at the request of Buyer and at its expensetransactions contemplated by this Agreement, and without further considerationwill cooperate in responding to any written, Seller shall assist Buyer (material inquiry from a Governmental Authority regarding such transactions, including promptly informing the other parties of such inquiry, consulting in advance before making any formal presentations or submissions to a Governmental Authority, and supplying each party with copies of all material correspondence, filings or communications between that party and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party Governmental Authority with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Propertythis Agreement.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions hereofset forth in this Agreement, including Section 5.01, each of the Parties agrees to Seller and Purchaser shall use its commercially reasonable efforts to take, or cause the Initial Closing to be taken, all actions occur by the Target Initial Closing Date and the Subsequent Closings to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective occur as promptly soon as practicable the Transactions and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Propertyreasonably possible thereafter, including obtaining using commercially reasonable efforts to obtain all consents, waiverspermits, authorizations and approvals from of, and to make all filings, notifications or registrations with, all Governmental Authorities and other third parties required Persons which are necessary for the consummation of the Transactionstransactions contemplated by the Transaction Agreements; provided that, without limiting any other provision of this Agreement, neither Purchaser nor Seller shall be required to grant any additional consideration to any third party in connection therewith (other than filing or application fees). For the avoidance of doubt, Purchaser agrees that it may not elect to receive any Non-Closed Subsequent Covered Territory Payment or retain any portion of the Initial Holdback Amount or the India Holdback Amount in lieu of performing its obligations under this Section 5.03, and the availability to Purchaser of any Non-Closed Subsequent Covered Territory Payment, the Initial Holdback Amount or the India Holdback Amount shall not be taken into account when determining the efforts required by Purchaser hereunder. (b) From time Purchaser shall use commercially reasonable efforts to time after obtain as promptly as practicable all Permits required by Applicable Law for Purchaser or any of its Subsidiaries or Affiliates to own the Transferred Assets and assume the Assumed Liabilities; provided that, without limiting any other provision of this Agreement, neither Purchaser nor Seller shall be required to expend any material sum or agree to a material concession to any Governmental Authority to obtain any such Permits. Purchaser acknowledges that no Permits are being Transferred pursuant to this Agreement or the other Transaction Agreements to the extent such Transfer is prohibited or restricted or would be invalid or ineffective. During the period between the date of this Agreement and each applicable Closing, at Purchaser and Seller shall use commercially reasonable efforts to cooperate to identify the request material Permits that are required to operate the Customer Care Business (excluding general business Permits not specifically required by the operation of Buyer (the Customer Care Business). Purchaser acknowledges that Seller makes no representation or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) warranty with respect to the Conveyed Intellectual Property, including without limitation such assignments, agreements and limited powers of attorney as Permits that may be needed for recording or effectuating the transfer of the Conveyed Intellectual Property in the United States. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title be held by Purchaser or the Purchasing Subsidiaries to operate the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United States. (c) From time to time Customer Care Business after the applicable Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to conditions of this Agreement and applicable law, the conditions hereof, each of Sellers and the Parties agrees to Purchaser 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 necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as promptly soon as practicable practicable, including such actions or things as the Transactions Purchaser or the Sellers, respectively, may reasonably request in order to cause any of the conditions to the Purchaser's or the Sellers' respective obligation to consummate such transactions specified in Article VII of this Agreement to be fully satisfied. Without limiting the foregoing, the Sellers and to vest in Buyer the Purchaser shall (and any transferee of Buyershall cause their respective officers, employees, agents, attorneys, accountants and representatives, to) good consult and marketable title fully cooperate with and provide assistance to the Conveyed Intellectual Property, including each other in (i) promptly obtaining all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Entity or other Person as soon as reasonably practicable; (ii) seeking termination of any waiting period under the HSR Act; (iii) providing all such information about such party, its Subsidiaries and its officers, directors, partners and Affiliates and making all applications and filings as may be necessary or reasonably required in connection with any of the foregoing; and (iv) in general, consummating and making effective the transactions contemplated hereby; provided, however, that notwithstanding any other terms or provisions of this Agreement, in no event shall any party or its Affiliates be deemed to have any obligation to dispose of any assets or properties or to enter into any agreement with any Person in order to obtain early termination or expiration of the waiting period under the HSR Act or to obtain any other consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for the consummation of the Transactionsor approvals. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United States. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the Parties parties agrees to 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, proper or advisable to consummate and make effective as promptly as practicable effective, in the Transactions most expeditious manner practicable, the Merger and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Propertyother transactions contemplated by this Agreement, including (i) the obtaining of all consentsnecessary actions or nonactions, waivers, authorizations consents and approvals from Governmental Authorities Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (except obtaining a revenue ruling that the Merger qualifies as a tax-free reorganization), (ii) the obtaining of all necessary consents, approvals or waivers, and any necessary or appropriate financing arrangements, from third parties, (iii) the defending of any lawsuits or other third parties required for legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything to the contrary in this Agreement, neither Halis nor HealthWatch shall be required to hold separate (including by trust or otherwise) or divest any of their respective businesses or assets, or enter into any consent decree or other agreement that would restrict either Halis or HealthWatch in the conduct of its business as heretofore conducted. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, In connection with and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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. 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 the foregoing, Seller HealthWatch and Halis shall execute and deliver (i) take all action necessary to Buyer ensure that no state takeover statute or obtain for delivery similar statute or regulation is or becomes applicable to Buyerthis Agreement, at the request of Buyer and at its expense, and without further consideration, or any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside transactions contemplated hereby and thereby and (ii) if any state takeover statute or similar statute or regulation becomes applicable to such agreements or transactions, take all action necessary to ensure that such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the United StatesMerger and the other transactions contemplated by this Agreement. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement (including Section 4.3 and Section 4.4(c)), each of Magellan and One Stone shall cooperate with the Parties agrees other and use (and shall cause its respective Subsidiaries to use use) its commercially reasonable efforts to (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, all things things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including preparing and filing promptly and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate and make effective as promptly as practicable the Transactions and transactions contemplated hereby, including, but not limited to, any consents required in connection with the assignment of the Other Assigned Contract to vest in Buyer One Stone, (and iii) defend any transferee of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining all consents, waivers, authorizations and approvals from Governmental Authorities and lawsuits or other third parties required for Proceedings challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby and (iv) obtain all necessary consents, approvals or waivers from third parties. For purposes of this Agreement, “Antitrust Laws” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Applicable Laws issued by a Governmental Authority 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. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) In furtherance and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) with respect to the Conveyed Intellectual Property, including without not in 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. 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 the foregoing, Seller each of Magellan and One Stone shall execute and deliver use its commercially reasonable efforts to Buyer (i) take all action necessary to ensure that no state takeover statute or obtain for delivery similar Applicable Law is or becomes applicable to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside transactions contemplated hereby and (ii) if any state takeover statute or similar Applicable Law becomes applicable to any of the United Statestransactions contemplated hereby, take all action necessary to ensure that such transaction may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise minimize the effect of such Applicable Law on the transaction. (c) From time Magellan and One Stone (including by causing their respective Subsidiaries) agree to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer use their reasonable best efforts to (and i) resolve any transferee of Buyer) as Buyer objections that a Governmental Authority or other Person may reasonably require in connection with the defense or prosecution of assert under any claim by or against any third party Antitrust Law with respect to the ownershiptransactions contemplated hereby, validityand (ii) avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby, enforceabilityin each case, infringement or other violation of or by so as to enable the Conveyed Intellectual PropertyClosing to occur as promptly as practicable and in any event no later than the Outside Date.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the Parties parties agrees to 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, proper or advisable to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Stockholder Agreement, or the consummation of the transactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Stockholder Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Stockholder Agreement, the Merger or any of the other transactions contemplated by this Agreement and the Stockholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Stockholder Agreement, the Merger or any other transactions contemplated by this Agreement and the Stockholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement may be consummated as promptly as practicable on the Transactions terms contemplated by this Agreement and the Stockholder Agreement and otherwise to vest in Buyer (minimize the effect of such statute or regulation on this Agreement, the Stockholder Agreement, the Merger and any transferee of Buyer) good the other transactions contemplated by this Agreement and marketable title to the Conveyed Intellectual Property, including obtaining all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for the consummation of the Transactions. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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 StatesStockholder Agreement. Nothing herein in this Agreement 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 the foregoingrequire Parent to agree to, Seller shall execute and deliver to Buyer or obtain for delivery to Buyerproffer to, at the request of Buyer and at its expense, and without further consideration, divest or hold separate any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and assets or any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United States. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution portion of any claim by business of Parent or against any third party with respect to its subsidiaries or the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual PropertyCompany.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the Parties agrees to parties 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 parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective effective, as promptly as practicable practicable, the Transactions and transactions contemplated by this Agreement, including (i) taking all actions reasonably necessary to vest in Buyer (and any transferee of Buyer) good and marketable title cause the conditions to the Conveyed Intellectual PropertyClosing set forth in Article III to be satisfied, including obtaining (ii) taking all consents, actions reasonably necessary to obtain all necessary waivers, authorizations consents and approvals from Governmental Authorities and or other third parties required for Persons necessary in connection with the consummation of the Transactionstransactions contemplated by this Agreement and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the transactions contemplated by this Agreement, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, so as to enable the Closing to occur as soon as reasonably possible, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, In connection with and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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. 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 the foregoing, Seller each party hereto shall execute and deliver give any notices to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expensethird parties, and without further considerationshall use, and cause each of its Affiliates to use, its reasonable best efforts, to obtain any documents required third party consents not covered by Section 9.02(a) that are necessary, proper or advisable to update record title consummate the Closing. Each of the parties hereto will furnish to the owned Conveyed Intellectual Property to reflect Buyer (other parties such necessary or appropriate information and reasonable assistance as any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the other party hereto may request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration preparation of any required material governmental filings or submissions relating to the Conveyed Intellectual Property in jurisdictions outside of the United States. (c) From time to time after the Closing, at the request of Buyer and at its expensetransactions contemplated by this Agreement, and without further considerationwill cooperate in responding to any written, Seller shall assist Buyer (material inquiry from a Governmental Authority regarding such transactions, including promptly informing the other parties of such inquiry, consulting in advance before making any formal presentations or submissions to a Governmental Authority, and supplying each party with copies of all material correspondence, filings or communications between that party and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party Governmental Authority with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Propertythis Agreement.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to conditions of this Agreement, the conditions hereof, each of the Parties agrees to Company and Parent 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, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and make effective filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all Permits required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the Transactions and to vest transactions contemplated by this Agreement; provided that nothing in Buyer this Agreement will (and “commercially reasonable efforts” will in no event) require, or be construed to require, Parent or Merger Sub to (i) commence or defend any transferee Action by or against any Governmental Authority in connection with the transactions contemplated hereby or (ii) sell, divest, lease, license, transfer, dispose of Buyer) good and marketable title or otherwise encumber or hold separate (including by establishing a trust or otherwise), or take any other action (including by providing its consent to permit the Conveyed Intellectual Property, including obtaining all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for the consummation Company or any of its Subsidiaries to take any of the Transactions. (b) From time foregoing actions), or enter into any settlement, undertaking, consent decree, stipulation or agreement requiring any such action, or otherwise proffer or agree to time after do any of the Closingforegoing, at with respect to any of the request businesses, assets or properties of Buyer (Parent, the Company or any transferee of Buyertheir respective Affiliates or Subsidiaries other than those set forth in ‎Section 9.01(a) and at such requesting party’s expenseof the Company Disclosure Schedule (the “Specified Actions”) (any of the actions described in this proviso, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) other than those with respect to the Conveyed Intellectual PropertySpecified Actions, including a “Burdensome Condition”). Neither the Company nor any of its Subsidiaries shall take or agree to take any of the actions described in the definition of “Burdensome Condition” without limitation such assignmentsthe prior written consent of Parent which, agreements and limited powers of attorney as without limiting Parent’s obligations under this ‎Section 9.01(a), may be needed for recording granted or effectuating the transfer of the Conveyed Intellectual Property withheld in the United States. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United StatesParent’s sole discretion. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement (including those contained in this Section 6.06), each of the Parties agrees to parties hereto shall, and shall cause its Subsidiaries to, 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, proper or advisable to consummate and make effective as promptly as practicable the Transactions effective, and to vest satisfy all conditions to, in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Propertymost expeditious manner practicable, the transactions contemplated by this Agreement, including (i) the obtaining of all consentsnecessary permits, waivers, authorizations consents, approvals and approvals actions or nonactions from Governmental Authorities Entities and other third parties required for the consummation making of the Transactions. all necessary registrations and filings (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyerincluding filings with Governmental Entities) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf the taking of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) with respect to the Conveyed Intellectual Property, including without limitation such assignments, agreements and limited powers of attorney all steps as may be needed for recording necessary to obtain an approval or effectuating waiver from, or to avoid an action or proceeding by, any Governmental Entities, (ii) the transfer obtaining of all necessary consents or waivers from third parties, (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement, and (iv) obtaining approval of the Conveyed Intellectual Property in Nasdaq Capital Market to list or designate for quotation (as the United Statescase may be) the Parent Common Stock issued pursuant to the Merger. Nothing herein shall be deemed a waiver by Buyer of Parent will take all action necessary to cause Merger Sub to perform its right obligations under this Agreement and to receive at consummate the Closing an effective assignment of such rights by Seller as otherwise Merger on the terms and conditions set forth in this Agreement. Without limiting The Company and Parent shall, subject to applicable Law, promptly (x) cooperate and coordinate with the generality other in the taking of the foregoingactions contemplated by clauses (i), Seller (ii) and (iii) immediately above and (y) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. The Company shall execute and deliver comply with all reasonable requests with respect to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate compliance with Buyer (and any transferee of Buyer) Parent’s credit facility in connection with the registration Merger. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Entity regarding any of the Conveyed Intellectual Property transactions contemplated by this Agreement. If the Company or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it shall use commercially reasonable efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in jurisdictions outside compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. (b) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, the Company shall cooperate in all respects with Parent and Merger Sub and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the United Statestransactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, none of Parent, Merger Sub or any of their Affiliates shall be required to defend, contest or resist any action or proceeding, whether judicial or administrative, or to take any action to have vacated, lifted, reversed or overturned any Order, in connection with the transactions contemplated by this Agreement. (c) From time Notwithstanding anything to time after the Closingcontrary set forth in this Agreement, at the request none of Buyer and at its expenseParent, Merger Sub or any of their Subsidiaries shall be required to, and the Company may not, without further considerationthe prior written consent of Parent, Seller shall assist Buyer become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (and any transferee of Buyeri) as Buyer may reasonably require in connection with the defense sell, license, assign, transfer, divest, hold separate or prosecution otherwise dispose of any claim assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries in any manner, or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries; provided that, if requested by Parent, the Company will become subject to, consent to, or against offer or agree to, or otherwise take any third party action with respect to to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the ownership, validity, enforceability, infringement or other violation of or by Company in the Conveyed Intellectual Propertyevent the Closing occurs.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the Parties parties agrees to 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, proper or advisable to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, consents, approvals and waivers from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties and (iv) obtaining or transferring all Environmental Permits necessary for operating the business of the Surviving Corporation pursuant to applicable Environmental Law. In connection with and without limiting the foregoing, the Company and Parent shall duly file the HSR Filing required under the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable. The HSR Filing shall be in substantial compliance with the requirements of the HSR Act. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information thereunder. The Company and its Board of Directors shall (1) take all action necessary to ensure that no “control share acquisitions”, “business combinations”, “fair price” (including Sections 302A.671, .673 and .675 of the MBCA) or other state takeover laws or other state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement and (2) if any state takeover laws or other state takeover statute or similar statute or regulation becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the Transactions terms contemplated by this Agreement and otherwise to vest in Buyer (minimize the effect of such statute or regulation on this Agreement, the Merger and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Propertyother transactions contemplated by this Agreement. In addition, including obtaining all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for the consummation Company shall take the actions set forth on Section 5.03 of the Transactions. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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 StatesCompany Disclosure Schedule. Nothing herein in this Agreement 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 the foregoingrequire Parent to agree to, Seller shall execute and deliver to Buyer or obtain for delivery to Buyerproffer to, at the request of Buyer and at its expense, and without further consideration, divest or hold separate any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and assets or any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United States. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution portion of any claim by business of Parent, the Company or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Propertytheir respective Subsidiaries.

Commercially Reasonable Efforts. (a) Upon the terms The Company and subject to the conditions hereof, Parent shall each of the Parties agrees to use its commercially reasonable efforts Commercially Reasonable Efforts to (i) take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable the Transactions and to vest in Buyer reasonably practicable, (and ii) obtain from any transferee of Buyer) good and marketable title to the Conveyed Intellectual PropertyGovernmental Entities any consents, including obtaining all consentslicenses, permits, waivers, approvals, authorizations or orders required (A) to be obtained or made by Parent or the Company or any of its respective Subsidiaries, and approvals from (B) to avoid any action or proceeding by any Governmental Authorities Entity in connection with the authorization, execution and other third parties required for delivery of this Agreement and the consummation of the Transactionstransactions contemplated herein, including, without limitation, the Merger, (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under the Securities Act and the Exchange Act, any other applicable federal or state securities Laws, and any other applicable Law and (iv) contest and defend any lawsuits or other legal proceedings challenging this Agreement or the transactions contemplated hereby. In the event that the transactions contemplated by this Agreement cannot otherwise be consummated, each of Parent and the Company shall effect divestitures, hold separate and license arrangements that are reasonable in the aggregate. Parent and the Company shall cooperate with each other in connection with the making of all filings referenced in this paragraph, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. To the extent reasonably practicable and subject to applicable confidentiality agreements and other confidentiality restrictions, the Company and Parent shall have the right to review and approve in advance, such approval not to be unreasonably withheld, all the information relating to it and its Subsidiaries that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. The Company and Parent may, as each deems reasonably advisable and necessary, designate any competitively sensitive information provided to the other under this Section 6.5 as “outside counsel only.” Such information shall be given only to outside counsel of the recipient. In addition, the Company and Parent may redact any information from such documents shared with the other party or its counsel that is not pertinent to the subject matter of the filing or submission or which is subject to applicable confidentiality agreements and other confidentiality restrictions. (b) From time Subject to time after the Closingproviso contained in the following sentence of this Section 6.5(b), at the request of Buyer Company and Parent shall give (or shall cause their respective Subsidiaries to give) any transferee of Buyer) and at such requesting party’s expensenotices to third parties, and without further considerationuse, Seller agrees on its own behalfand cause their respective Subsidiaries to use, as well as on behalf of its subsidiariesCommercially Reasonable Efforts to obtain any non-governmental third-party consents, affiliates(i) necessary, successors, assigns and legal representatives, proper or advisable 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 consummate the rights herein conveyed, or intended so to be, to Buyer (and any transferee of Buyer) 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. 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 transactions contemplated in this Agreement, (ii) required to be disclosed in the Company Disclosure Letter or the Parent Disclosure Letter, as applicable, or (iii) required to prevent a Company Material Adverse Effect or a Parent Material Adverse Effect from occurring prior to or after the Effective Time. Without limiting In the generality event that either party shall fail to obtain any third-party consent described in the first sentence of the foregoingthis Section 6.5(b), Seller such party shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expenseuse Commercially Reasonable Efforts, and without further considerationshall take any such actions reasonably requested by the other party hereto, to minimize any documents required to update record title to adverse effect upon the owned Conveyed Intellectual Property to reflect Buyer (Company and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expenseParent, their respective Subsidiaries, and without further considerationtheir respective businesses resulting, Seller shall or which could reasonably cooperate with Buyer (and any transferee of Buyer) in connection with be expected to result after the registration of Effective Time, from the Conveyed Intellectual Property in jurisdictions outside of the United Statesfailure to obtain such consent. (c) From time Parent shall take all corporate action necessary to time after the Closing, at the request reserve for issuance a sufficient number of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee shares of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect Parent Common Stock to deliver all shares payable to the ownership, validity, enforceability, infringement or other violation holders of or by the Conveyed Intellectual PropertyCompany Common Stock converted pursuant to Section 2.1.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject conditions of this Agreement (including Section 5.4(d)), Parent and the General Partner, on the one hand, and MLP, on the other hand, shall cooperate with the other and use (and shall cause their respective Subsidiaries to use) commercially reasonable efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the conditions hereofClosing to be satisfied as promptly as practicable (and in any event no later than the Outside Date (as defined herein)) and to consummate and make effective, each in the most expeditious manner practicable, the transactions contemplated hereby, including preparing and filing promptly and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated hereby, (iii) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the transactions contemplated hereby or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties parties to consummate the transactions contemplated hereby, and (iv) obtain all necessary consents, approvals or waivers from third parties. (b) In furtherance and not in limitation of the foregoing, (i) each Party (including by their respective Subsidiaries) agrees to make an appropriate filing (if required) of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within 10 business days after the date of this Agreement (unless a later date is mutually agreed to by the Parties) and to supply as promptly as practicable any additional information and documentary material that may be requested by any Governmental Authority pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable efforts to take, or cause to be takentaken (including by their respective Subsidiaries), all other actions consistent with this Section 5.4 necessary to cause the expiration or termination of any applicable waiting periods under the HSR Act as soon as practicable (and in any event no later than the Outside Date); and (ii) MLP and Parent shall each use its commercially reasonable efforts to do(A) take all action necessary to ensure that no state takeover statute or similar Law is or becomes applicable to any of the transactions contemplated hereby and (B) if any state takeover statute or similar Law becomes applicable to any of the transactions contemplated hereby, or cause take all action necessary to ensure that such transaction may be done, all things necessary, proper or advisable to consummate and make effective consummated as promptly as practicable on the Transactions terms contemplated by this Agreement and to vest in Buyer (and any transferee of Buyer) good and marketable title to otherwise minimize the Conveyed Intellectual Property, including obtaining all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for the consummation of the Transactions. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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. Nothing herein shall be deemed a waiver by Buyer of its right to receive at the Closing an effective assignment effect of such rights by Seller as otherwise set forth in this Agreement. Without limiting Law on the generality of the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United Statestransaction. (c) From time to time after Each of the Closing, at the request of Buyer and at its expense, and without further consideration, Seller Parties shall assist Buyer use (and shall cause their respective Subsidiaries to use) its commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any transferee of Buyer) as Buyer may reasonably require filing or submission with a Governmental Authority in connection with the defense transactions contemplated hereby, including by providing the other Parties a reasonable opportunity to review and comment thereon, and in connection with any investigation or prosecution other inquiry by or before a Governmental Authority relating to the transactions contemplated hereby, including any proceeding initiated by a private Person, (ii) promptly inform each other Party of (and supply to the other Parties) any communication received by such Party from, or given by such Party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other Governmental Authority and any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated hereby, (iii) permit each other Party to review in advance and incorporate the other Parties’ reasonable comments in any communication to be given by it to any Governmental Authority with respect to obtaining any clearances required under any Antitrust Law in connection with the transactions contemplated hereby, and (iv) consult with each other Party in advance of any claim meeting or teleconference with any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person and, to the extent not prohibited by the Governmental Authority or against other Person, give each other Party the opportunity to attend and participate in such meetings and teleconferences. Parent shall have the principal responsibility for devising and implementing the strategy for obtaining any third party clearances required under any Antitrust Law in connection with the transactions contemplated hereby and shall take the lead in all meetings and communications with any Governmental Authority in connection with obtaining such clearances, provided, however, that Parent shall consult in advance with MLP and in good faith take MLP’s views into account regarding the overall strategy. Subject to Section 5.6(b), the Parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 5.4 in a manner so as to preserve the applicable privilege. (d) Parent and MLP (including by causing their respective Subsidiaries) agree to use their commercially reasonable efforts to (i) resolve any objections that a Governmental Authority or other Person may assert under any Antitrust Law with respect to the ownershiptransactions contemplated hereby, validityand (ii) avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby, enforceabilityin each case, infringement so as to enable the Closing to occur as promptly as practicable and in any event no later than the Outside Date. Notwithstanding the foregoing, nothing in this Agreement shall impose any requirement on Parent, MLP or other violation of their respective Affiliates to dispose, transfer, separate or by the Conveyed Intellectual Propertyencumber any assets, businesses or operations or agree to any such disposition, transfer or separation of, or any encumbrance (behavioral or otherwise) on or any remedial action with respect to, any assets, businesses or operations, to avoid or eliminate any impediment under any Antitrust Law.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the Parties agrees to 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, proper or advisable to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions to the transaction set forth in Article VII to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, including without limitation the consents referred to in Schedule 2.5 of the Plastec Schedule, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. This obligation shall include, on the part of GSME, sending a termination letter to Continental in substantially the form of the exhibit attached to the Investment Management Trust Account Agreement by and between GSME and Continental dated as of November 19, 2009. In connection therewith and without limiting the foregoing, GSME and its Board of Directors and Plastec and its Board of Directors shall, if any takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement, use their commercially reasonable efforts to enable the transactions contemplated by this Agreement to be consummated as promptly as practicable on the Transactions and to vest in Buyer (and any transferee of Buyer) good and marketable title terms contemplated by this Agreement. Notwithstanding anything herein to the Conveyed Intellectual Propertycontrary, including obtaining all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for the consummation of the Transactions. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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 nothing in the United States. Nothing herein this Agreement shall be deemed a waiver to require GSME or Plastec to agree to any divestiture by Buyer itself or any of its right Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to receive at the Closing an effective assignment conduct their business or to own or exercise control of such rights by Seller as otherwise set forth in this Agreement. Without limiting the generality of the foregoingstock, Seller shall execute and deliver to Buyer assets or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United Statesproperties. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement and in accordance with applicable Laws, each of the Parties agrees 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, proper or advisable to ensure that the conditions set forth in Article VI are satisfied and to consummate the transactions contemplated by this Agreement as promptly as practicable, including (i) obtaining all necessary actions or non-actions, waivers, consents and make effective approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) making, as promptly as practicable the Transactions and to vest in Buyer (and in any transferee event within 15 Business Days of Buyer) good the date hereof), an appropriate filing of a Notification and marketable title Report Form pursuant to the Conveyed Intellectual PropertyHSR Act with respect to the transactions contemplated hereby and not extending any waiting period under the HSR Act or entering into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) not to consummate the transactions contemplated by this Agreement, including except with the prior written consent of the other party hereto, (iii) making, as promptly as practicable, appropriate filings under any antitrust, competition or pre-merger notification, trade regulation Law, regulation or order, (iv) obtaining all consents, waiversapprovals or waivers from, authorizations and approvals from Governmental Authorities and or taking other actions with respect to, third parties required for necessary or advisable to be obtained or taken in connection with the transactions contemplated by this Agreement; provided, however, that without the prior written consent of Parent, the Company and its Subsidiaries may not pay or commit to pay any material amount of cash or other consideration, or incur or commit to incur any material liability or other obligation, in connection with obtaining such consent, approval or waiver, (v) subject to first having used commercially reasonable efforts to negotiate a resolution of any objections underlying such lawsuits or other legal proceedings, defending and contesting any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed (vi) with respect to Parent, taking all actions necessary to reserve a sufficient number of shares of Parent Common Stock for issuance in the Merger and the transactions contemplated by the Merger Agreement and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated hereby, and to fully carry out the purposes of this Agreement. (b) From time to time after Parent, Merger Sub and the Closing, at the request of Buyer (or any transferee of Buyer) Company will cooperate and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) consult 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. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) other in connection with the registration making of all such filings, notifications and any other material actions pursuant to this Section 5.9, subject to applicable Law, by permitting counsel for the other party to review in advance, and consider in good faith the views of the Conveyed Intellectual Property other party in jurisdictions outside connection with, any proposed material written communication to any Governmental Entity and by providing counsel for the other party with copies of all filings and submissions made by such party and all correspondence between such party (and its advisors) with any Governmental Entity and any other information supplied by such party and such party’s Affiliates to a Governmental Entity or received from such a Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that material may be redacted (x) as necessary to comply with contractual arrangements, and (y) as necessary to address good faith legal privilege or confidentiality concerns. The Company shall not file any such document or take such action if Parent has reasonably objected (and not withdrawn its objection) to the filing of such document or the taking of such action on the grounds that such filing or action would reasonably be expected to either (i) prevent, materially delay or materially impede the consummation of the United Statestransactions contemplated hereby or (ii) cause a condition set forth in Article VI to not be satisfied in a timely manner. The Company shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of Parent. (c) From time Each of Parent, Merger Sub and the Company will promptly inform the other party upon receipt of any material communication from the FTC, the Antitrust Division or any other Governmental Entity regarding any of the transactions contemplated by this Agreement. If Parent, Merger Sub or the Company (or any of their respective Affiliates) receives a request for additional information or documentary material from any such Governmental Entity that is related to time the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the Closingother party, at the request of Buyer and at its expensean appropriate response in compliance with such request. The parties agree not to participate, and without further considerationor to permit their Affiliates to participate, Seller shall assist Buyer (and in any transferee of Buyer) as Buyer may reasonably require substantive meeting or discussion with any Governmental Entity in connection with the defense or prosecution transactions contemplated by this Agreement unless it so consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. Each party will advise the other party promptly of any claim understandings, undertakings or agreements (oral or written) which the first party proposes to make or enter into with the FTC, the Antitrust Division or any other Governmental Entity in connection with the transactions contemplated by or against this Agreement. In furtherance and not in limitation of the foregoing, each party will use commercially reasonable efforts to resolve any third party objections that may be asserted with respect to the ownershiptransactions contemplated by this Agreement under any antitrust, validitycompetition or trade regulatory Laws, enforceabilityincluding (subject to first having used commercially reasonable efforts to negotiate a resolution to any such objections) contesting and resisting any action or proceeding and to have vacated, infringement lifted, reversed or overturned any decree, judgment, injunction or other violation order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other transactions contemplated by this Agreement and to have such statute, rule, regulation, executive order, decree, injunction or administrative order repealed, rescinded or made inapplicable so as to permit consummation of the Conveyed Intellectual Propertytransactions contemplated by this Agreement. (d) Each of Parent and Merger Sub hereby agree to become subject to, consent or agree to, or otherwise take any action with respect to, any requirement, condition, understanding, agreement or Order to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of Parent or Merger Sub to the extent necessary to eliminate or remove, as applicable, (i) the commencement of any administrative, judicial or other proceeding in any forum by any Governmental Entity with jurisdiction over the enforcement of any applicable antitrust or competition Laws or (ii) the issuance of any Order by any such Governmental Entity that would restrain, prevent, enjoin or otherwise prohibit consummation of the Merger on or before the Outside Date; provided, however, that, notwithstanding anything herein to the contrary, neither Parent nor Merger Sub shall be required by this Agreement to become subject to, consent or agree to, or otherwise take any action with respect to, any requirement, condition, understanding, agreement or Order to sell, to hold separate or otherwise dispose of any material assets, or to materially alter the conduct or operations, or to materially restrict, or otherwise change in any material respect, the assets or business of Parent or the Company. Notwithstanding anything in this Agreement to the contrary, the Company will, upon the request of Parent, become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or Order to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Company or any of its Affiliates, so long as such requirement, condition, understanding, agreement or Order is binding on the Company only in the event that the Closing occurs.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions hereofherein provided, each of the Parties TCG agrees to 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, proper or advisable to consummate and make effective as promptly as practicable the Transactions Merger and the transactions contemplated by this Agreement including, but not limited to vest in Buyer (and any transferee of Buyeri) good and marketable title to the Conveyed Intellectual Property, including obtaining all consents, waivers, authorizations and approvals Consents from Governmental Authorities and other third parties required for the consummation of the TransactionsMerger and the transactions contemplated thereby, (ii) timely making all necessary filings under the HSR Act and (iii) causing the shares of TCG Stock comprising the Merger Consideration to be approved for listing on the Nasdaq as promptly as practicable. Upon the terms and subject to the conditions hereof, TCG agrees 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 to satisfy the other conditions of the Closing set forth herein. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) with respect Notwithstanding anything 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. 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 contrary contained in this Agreement. Without limiting , TCG shall not be required to agree to any prohibition, limitation or other requirements that would (i) prohibit or limit the generality ownership or operation by TCG or any of its subsidiaries or affiliates of any material portion of the foregoingbusiness or assets of TCG or any of such subsidiaries or affiliates, Seller shall execute and deliver or compel TCG or any of its subsidiaries or affiliates to Buyer dispose of or obtain for delivery hold separate any material portion of its business or assets or any of its subsidiaries or affiliates, (ii) impose limitations on TCG's ability to Buyeracquire or hold, at the request or exercise full rights of Buyer and at its expense, and without further considerationownership of, any documents required shares of capital stock, including, without limitation, the right to update record title vote any capital stock on all matters properly presented to stockholders, (iii) prohibit TCG or any of its subsidiaries or affiliates from effectively controlling in any material respect the owned Conveyed Intellectual Property to reflect Buyer business or operations of TCG or any of its subsidiaries or affiliates, or (iv) otherwise materially adversely affect TCG or any of its subsidiaries or affiliates. For purposes hereof, "subsidiaries" or "affiliates" TCG shall include, without limitation, ACC or any of its subsidiaries or affiliates from and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United States. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual PropertyEffective Time.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each of the Parties agrees to party 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, proper or advisable under this Agreement and applicable laws, rules and regulations to consummate the Merger and make effective the other transactions contemplated by this Agreement as promptly as practicable after the Transactions date hereof, including preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, filings and other documents and to vest in Buyer (obtain as promptly as practicable all Requisite Regulatory Approvals and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining all other consents, waivers, orders, approvals, permits, rulings, authorizations and approvals clearances necessary or advisable to be obtained from any third party or any Governmental Authorities and other third parties required for Entity in order to consummate the consummation Merger or any of the Transactionsother transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party agrees (i) to make, as promptly as practicable, to the extent it has not already done so, (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby (which filing shall be made in any event within 30 business days of the date hereof) and (B) required filings with the applicable Governmental Entities under any applicable laws (including all applicable foreign (including Bermuda), federal, state and local statutes and regulations regulating the business and products of insurance and all applicable orders and directives of insurance regulatory authorities (collectively, the “Insurance Laws”) and the Companies Act) which filings shall be made in any event within the time periods specified thereunder and (ii) in each case, to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to such applicable laws or by such authorities and to use commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of all such consents, waivers, orders, approvals, permits, rulings, authorizations and clearances under such other applicable laws or from such authorities as soon as practicable. Each of Company and Parent will promptly cooperate with and furnish information to the other in connection with any such efforts by, or requirement imposed upon, any of them or any of their subsidiaries in connection with the foregoing. (b) From time Notwithstanding the foregoing or anything in this Agreement to time after the Closingcontrary, at the request none of Buyer Parent (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer Company (and its subsidiaries) may, without the prior written consent of the other party, consent to, take or agree or commit to take, nor shall either such party be required to consent to, take or agree or commit to take, any transferee of Buyer) action (including with respect to the Conveyed Intellectual Propertyselling, including without limitation such assignmentsholding separate or otherwise disposing of any business or assets or conducting its (or its subsidiaries’) business in any specified manner) if doing so would, agreements and limited powers of attorney as may be needed for recording individually or effectuating the transfer of the Conveyed Intellectual Property in the United States. Nothing herein shall aggregate, reasonably be deemed expected to result in a waiver by Buyer of its right to receive at Material Adverse Effect on Parent after the Closing an effective assignment of such rights by Seller as otherwise set forth in this Agreement. Without limiting the generality of the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United StatesEffective Time. (c) From time to time after the Closing, at the request of Buyer and at its expense, In connection with and without further considerationlimiting the foregoing, Seller Company and Parent shall assist Buyer (i) take all action necessary to ensure that no takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement, or any of the other transactions contemplated by this Agreement and (ii) if any transferee takeover statute or similar statute or regulation becomes applicable to the Merger, this Agreement, or any other transaction contemplated by this Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of Buyersuch statute or regulation on the Merger and the other transactions contemplated by this Agreement. (d) Subject to receipt of the Required Parent Vote, Parent shall take such actions as Buyer may reasonably require are necessary to amend its certificate of incorporation to provide for an increase in connection with the defense or prosecution number of authorized shares of Parent Common Stock sufficient to deliver the shares of Parent Common Stock required under ARTICLE II. (e) Subject to receipt of the Bye-Law Vote, Company shall take such actions as are necessary to amend its bye-laws to reflect the Bye-Law Amendments. (f) Company and Parent shall use commercially reasonable efforts to coordinate the declaration, setting of record dates and payment dates of dividends on the Company Common Shares and the Parent Common Stock so that the holders of the Company Common Shares do not receive dividends on both the Company Common Shares and the Parent Common Stock received in the Merger in respect of any claim by calendar quarter or against fail to receive a dividend on either the Company Common Shares or the Parent Common Stock received in the Merger in respect of any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Propertycalendar quarter.

Commercially Reasonable Efforts. (a) Upon the terms and subject Subject to the conditions hereof, each Bankruptcy Code and any orders of the Parties agrees to Bankruptcy Court, Seller and Buyer shall cooperate and use its 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 to consummate and make effective fulfill as promptly as practicable the Transactions and to vest in Buyer (and any transferee of Buyer) good and marketable title conditions precedent to the Conveyed Intellectual Property, including obtaining all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for the consummation of the Transactions. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, obligations hereunder and without further consideration, Seller agrees on its own behalf, shall use their respective commercially reasonable efforts to fulfill as well promptly as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, practicable the conditions precedent 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, to Buyer (and any transferee of Buyer) with respect their obligations hereunder to the Conveyed Intellectual Property, including without limitation such assignments, agreements and limited powers of attorney as may be needed for recording or effectuating extent they have the transfer of ability to control the Conveyed Intellectual Property in the United States. Nothing herein shall be deemed a waiver by Buyer of its right to receive at the Closing an effective assignment satisfaction of such rights by Seller as otherwise set forth in this Agreementobligations. Without limiting the generality of the foregoing, Seller and Buyer shall execute (i) make all filings and deliver submissions required by the U.S. Antitrust Laws and any other Laws, and promptly file any additional information requested as soon as practicable after receipt of such request therefor and promptly file any other information that is necessary, proper or advisable to permit consummation of the Transaction and the Exchange and (ii) use commercially reasonable efforts to obtain and maintain all Seller Required Approvals and Buyer Required Approvals in form and substance reasonably satisfactory to Buyer and Seller. In connection with the foregoing, Seller and Buyer will endeavor to consummate the Transaction without (or obtain for delivery with minimal) costs, conditions, limitations or restrictions associated with the grant of such Seller Required Approvals and Buyer Required Approvals. (b) Notwithstanding anything to Buyerthe contrary herein, at nothing in this Agreement shall require Buyer to agree to or to effect any divesture, hold separate or similar agreement with respect to any business or Assets or agree to enter into, or amend, or agree to amend, any Contracts or governmental authorizations or take or refrain from taking any other action or conduct any business in any manner if doing so would reasonably be expected, individually or in the request aggregate, to have an adverse impact that is material to the Buyer Business or the Transferred Assets or would materially constrain the operations of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration Subsidiaries or of the Conveyed Intellectual Property in jurisdictions outside Transferred Assets; it being understood that the incurrence of legal, accounting, investment banking and other customary forms of transaction expenses and the United Statescommitment of reasonable management time and effort shall not be considered an adverse impact for the purpose of this Section 5.3(b). (c) From time No later than 45 days following the date hereof, Buyer and Seller shall provide each other (or shall cause their respective Subsidiaries to time after provide) with all necessary documentation to allow filing of FCC Forms 394 with respect to the Franchises with respect to which a LFA Approval is or may be required. Buyer and Seller shall use commercially reasonable efforts to cooperate with one another and, no later than 60 days following the date hereof, file with the applicable Government Entity FCC Forms 394 for each of the Franchises with respect to which a LFA Approval is required. Buyer and Seller shall cooperate and use their commercially reasonable efforts to have Buyer enter into a substitute performance bond arrangement with respect to those Assets of each Specified Business the transfer of which to Buyer would require Buyer to enter into such a substitute bond arrangement, on substantially the same terms as the substitute bond arrangement with respect to such Assets in effect as of the date hereof. Notwithstanding anything to the contrary herein, Seller shall not accept, agree to or accede to any modifications or amendments to, or in connection with, or any conditions to the transfer of, any Franchises that are not approved by Buyer in writing, such approval not to be unreasonably withheld; provided, however, that if Seller affords Buyer reasonable notice of, and opportunity to attend and participate in, meetings or other discussions relating to LFA Approvals where modifications, amendments or conditions are expected to be discussed or negotiated, Buyer shall approve any such modifications, amendments or conditions that are approved by Seller so long as such modifications, amendments or conditions are commercially reasonable and are similar in nature, extent and impact (giving due consideration to such factors as the relative size of the Franchise involved, the proximity of other Franchises, the financial and operational impact of the change and the precedential impact thereof) to modifications, amendments or conditions agreed to by Buyer or Friendco Parent in connection with material acquisitions of cable assets effected since 2001. In addition, if Buyer seeks any LFA Approval pursuant to this Transaction, Buyer shall agree to any modifications, amendments or conditions that are commercially reasonable and are similar in nature, extent and impact (giving due consideration to such factors as the relative size of the Franchise involved, the proximity of other Franchises, the financial and operational impact of the change and the precedential impact thereof) to modifications, amendments or conditions agreed to by Buyer or Friendco Parent in connection with material acquisitions of cable assets effected since 2001. (d) Each of the parties hereto agrees to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be necessary or desirable in order to evidence, consummate or implement expeditiously the transactions contemplated by this Agreement and to vest in Buyer good and marketable title to the Transferred Assets to the same extent as held by Seller and its Affiliates (other than the Transferred Assets to be retained by a Transferred Joint Venture Entity), and to vest in the Transferred Joint Venture Entities good and marketable title to the Transferred Assets to be retained by such Transferred Joint Venture Entity, in each case free and clear of all Encumbrances other than, in the case of Transferred Assets other than the JV Interests and the Transferred Investments, Permitted Encumbrances, in the case of the JV Interests, Encumbrances under the JV Documents, and in the case of the Transferred Investments, Encumbrances under the Investment Documents and, in each case, Encumbrances created by Buyer or any of its Affiliates (other than, prior to the Closing, at any Transferred Joint Venture Entity or the request Palm Beach Joint Venture). (e) Seller and Buyer shall cooperate with each other and shall furnish to the other party all information reasonably necessary or desirable in connection with making any filing under the HSR Act, and in connection with resolving any investigation or other inquiry by any Government Antitrust Entity with respect to the Transaction and the Exchange; provided, however, that Buyer shall reimburse Seller for the reasonable out-of-pocket costs, if any, incurred by Seller as a result of such cooperation solely to the extent it relates to the consummation of the Exchange. Each of the parties shall promptly inform the other party of any communication with, and any proposed understanding, undertaking or agreement with, any Government Entity regarding any such filings or any such transaction. Seller and Buyer shall not participate in any meeting with any Government Antitrust Entity in respect of any such filings, investigation or other inquiry without giving the other party prior notice of, and the opportunity to participate in, such meeting. The parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with all meetings, actions and proceedings under or relating to the HSR Act (including, with respect to making a particular filing, by providing copies of all such documents (other than those that will not be publicly available) to the non-filing party and their advisors prior to filing and, if requested, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith); provided, however, that in no event shall Buyer or Seller be required to furnish any information that, based on advice of such party’s counsel, would reasonably be expected to create any potential Liability under applicable Laws, including U.S. Antitrust Laws, or would constitute a waiver of any material legal privilege (provided, that in such latter event Buyer and Seller shall use commercially reasonable efforts to cooperate to permit disclosure of such information in a manner consistent with the preservation of such legal privilege). (f) In furtherance and not in limitation of the foregoing, each of Buyer and at its expenseSeller agrees to make, as promptly as practicable, (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transaction and the Exchange (which filing shall be made in any event within 20 Business Days of the date hereof), (ii) appropriate filings with the FCC, and without further considerationany state public service commissions having jurisdiction over any Transferred Assets or any services provided by any Specified Business or the Assets of or services provided by the Buyer Business with respect to the Transaction and the Exchange, and (iii) all other necessary filings with other Government Entities relating to the Transaction and the Exchange, and to use commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of the Seller Required Approvals and the Buyer Required Approvals under such other Laws or from such authorities or third parties as soon as practicable; provided, however, that Buyer shall assist reimburse Seller for the reasonable out-of-pocket costs, if any, incurred by Seller as a result of such cooperation solely to the extent it relates to the consummation of the Exchange. (g) Each of Seller and Buyer shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, commercially reasonable efforts to obtain any transferee of Buyerthird party (excluding Government Entities) as Buyer may reasonably require consents related to or required in connection with the defense Transaction and the Exchange that are Seller Required Approvals or prosecution Buyer Required Approvals; provided, however, that Buyer shall reimburse Seller for the reasonable out-of-pocket costs, if any, incurred by Seller as a result of such cooperation solely to the extent it relates to the consummation of the Exchange. (h) Notwithstanding anything in this Agreement to the contrary, Buyer shall have the sole responsibility for any claim by filing, submission or against other action (including, for the avoidance of doubt, obtaining any third party required LFA Approval) that is necessary, proper or advisable to permit the consummation of the Exchange (it being understood that Seller shall use its commercially reasonable efforts to cooperate with Buyer with respect to any action required to be taken by Buyer pursuant to this sentence; provided, however, that Buyer shall reimburse Seller for the ownershipreasonable out-of-pocket costs, validityif any, enforceability, infringement or other violation incurred by Seller as a result of or by such cooperation solely to the Conveyed Intellectual Propertyextent it relates to the consummation of the Exchange.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereof, each of the Parties parties hereto agrees to use its commercially reasonable efforts to take, take or cause to be taken, taken all actions and to do, do or cause to be done, done all things necessary, proper or advisable to consummate the transfer of the Purchased Business and make effective as promptly as practicable the Transactions Transferred Assets and the transactions contemplated by this Agreement, the Seller Agreements and the Purchaser Agreements and shall use its commercially reasonable efforts to obtain all necessary waivers, consents and approvals and to vest in Buyer (effect all necessary registrations and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for the consummation of the Transactionsfilings. (b) From time In the event Purchaser or Seller, as the case may be, is unable to time after obtain, prior to the Closing, any consents, approvals, waivers or other authorizations necessary or advisable to transfer to Purchaser any Transferred Asset or otherwise consummate the transactions contemplated hereby, and Purchaser nonetheless elects to consummate the transactions contemplated hereby, Purchaser and Seller will cooperate with each other in order to obtain such consents, approvals, waivers or other authorizations at the request earliest practicable date. In each instance where such consents, approvals, waivers or other authorizations cannot be obtained prior to the Closing, Seller shall use its commercially reasonable efforts to enter into such alternative arrangements and agreements with Purchaser as may be appropriate in order to permit Purchaser to realize, receive and enjoy substantially similar rights and benefits and to enable Purchaser to conduct operations of Buyer (the Purchased Business and the ownership of the Transferred Asset until the consents, approvals, waivers or other authorizations are obtained; provided however, that Seller shall have no obligation to pay any transferee fees, incur any expense or make any modification to such contract, license, lease, sales order, purchase order, commitment, permit, operating authority or other agreement to obtain such consent. If, after the exercise of Buyer) and at commercially reasonable efforts, any such requesting party’s expenseconsents, and without further considerationapprovals, waivers or other authorizations are not obtained, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representativesto cooperate with Purchaser in any reasonable arrangements designed to provide, to execute and deliver to Buyer any further documents or instruments and perform any further acts that may the extent 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, to Buyer (and any transferee of Buyer) 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. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer practicable and at its Purchaser's request and expense, for the benefit of Purchaser any and without further consideration, any documents required all rights of Seller in and to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United StatesTransferred Asset. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each of the Parties agrees to party hereto will 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, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and make effective the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable the Transactions all documentation to effect all necessary applications, notices, petitions, filings and other documents and to vest in Buyer (obtain as promptly as practicable all Necessary Approvals and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and approvals clearances necessary, proper or advisable to be obtained from any third party and/or any Governmental Authorities and other third parties required for Entity in order to consummate the consummation Merger or any of the Transactionsother transactions contemplated by this Agreement (collectively, the "Other Consents") and (ii) taking all reasonable steps as may be necessary, proper or advisable to obtain all such Necessary Approvals and the Other Consents. In furtherance and not in limitation of the foregoing, each of Parent and Company agrees (i) to make (x) as soon as practicable after the date hereof, an appropriate filing (or, with respect to Parent, if applicable, appropriate filings) of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby and (y) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use its commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of the Other Consents under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed). (b) From time to time after the ClosingEach of Company and Parent shall, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration efforts referenced in Section 7.3(a) to obtain all of the Conveyed Intellectual Property Other Consents, use its commercially reasonable efforts to (i) cooperate in jurisdictions outside 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) subject to applicable law, permit the other party to review in advance any proposed written communication between it and any Governmental Entity, (iii) promptly inform each other of (and, at the other party's reasonable request, supply to such other party) any communication (or other correspondence or memoranda) received by such party from, or given by such party to, the DOJ, the FTC or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the United Statestransactions contemplated hereby and (iv) consult with each other in advance to the extent practicable of any meeting or conference with the DOJ, the FTC or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC or such other applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. (c) From time In furtherance and not in limitation of the covenants of the parties contained in Section 7.3(a) and 7.3(b), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to time after be instituted) challenging this Agreement or any transaction contemplated by this Agreement as violative of any regulatory law, or if any statute, rule, regulation, executive order, decree, injunction or administrative order is enacted, entered, promulgated or enforced by a Governmental Entity which would make the ClosingMerger or the other transactions contemplated hereby illegal or would otherwise prevent, materially delay or impede the consummation of the Merger or the other transactions contemplated hereby, Company shall cooperate with Parent in all respects in responding thereto, and each shall use its respective commercially reasonable efforts, including, subject to Section 7.3(a), selling, holding separate or otherwise disposing of or conducting their business in a specified manner, or agreeing to sell, hold separate or otherwise dispose of or conduct their business in a specified manner or permitting the sale, holding separate or other disposition of, any assets of Parent, Company or their respective Subsidiaries or the conducting of their business in a specified manner, to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other transactions contemplated by this Agreement and to have such statute, rule, regulation, executive order, decree, injunction or administrative order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this Agreement, in each instance as Parent shall reasonably direct. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 7.3 shall limit a party's right to terminate this Agreement pursuant to Section 9.1(b) or 9.1(c) so long as such party has, at that point, complied with its obligations under this Section 7.3. (d) Each of Parent and Company and their respective Boards of Directors shall, if any state takeover statute or similar statute (including Section 203 of the request DGCL) becomes applicable to this Agreement, the Merger or any other transactions contemplated hereby, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to minimize the effect of Buyer such statute or regulation on this Agreement, the Merger and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Propertytransactions contemplated hereby.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement and applicable law, each of the Parties Company and Acquiror agrees to use its commercially reasonable efforts in good faith to take, or cause to be takentaken (including causing any of its Subsidiaries to take), all actions actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws and regulations or otherwise, so as to consummate permit consummation and make effective the Merger as promptly as reasonably practicable the Transactions and otherwise to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for the enable consummation of the Transactionstransactions contemplated hereby, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such other party’s obligations to consummate such transactions specified in ARTICLE 6 to be fully satisfied. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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. 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 5.9(a), the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expenseparties will, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (will cause their respective officers and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expensesubsidiaries to, and without further considerationwill use commercially reasonable efforts to cause their respective Affiliates, Seller shall reasonably directors, employees, agents, attorneys, accountants and representatives to, consult and fully cooperate with Buyer and provide assistance to each other in (i) obtaining all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to any transferee of BuyerPerson; (ii) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority; (iii) taking such actions as may reasonably be required under applicable federal securities laws in connection with the registration issuance of the Conveyed Intellectual Property Acquiror Common Stock to be covered by the Registration Statement; and (iv) in jurisdictions outside general, consummating and making effective the transactions contemplated hereby; provided, however, that in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any injunction referred to in clause (i) or (ii) of this sentence, no party will be required to pay any consideration (other than filing fees for any governmental filings or listing fees for any stock exchange), to divest itself of any of, or otherwise rearrange the composition of, its assets or to agree to any of the United Statesforegoing or to any conditions or requirements that are materially adverse to its interests or materially burdensome. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions hereofprovided in this Agreement, each of the Parties agrees to parties hereto shall use its 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, proper or advisable under applicable laws and regulations to consummate and make effective as promptly as practicable the Transactions transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to be satisfied, to cause the Acquisition to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to vest effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in Buyer order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that no party shall be required to agree (and the Company shall not agree without the prior consent of Parent) to (a) any transferee license, sale or other disposition or holding separate (through establishment of Buyera trust or otherwise) good and marketable title to the Conveyed Intellectual Propertyof any shares of its capital stock or of any of its businesses, including obtaining all consentsassets or properties, waiversits subsidiaries or affiliates, authorizations and approvals from Governmental Authorities and other third parties required for the consummation of the Transactions. (b) From time the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company to time after 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 Closingcase of Parent, at the request businesses of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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 conveyedCompany, or intended so to be(c) the imposition of any impediment on Parent, to Buyer 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 (and any transferee such action described in (a), (b) or (c), an “Action of Buyer) 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 StatesDivestiture”). Nothing herein shall be deemed a waiver by Buyer require Parent or permit any Acquired Entity (without the prior consent of its right Parent) to receive at the Closing an effective assignment of such rights by Seller as otherwise set forth litigate with any Governmental Entity. Nothing in this Agreement. Without limiting Agreement shall require Parent or permit any Acquired Entity (without the generality prior consent of Parent) to pay any consideration or agree to any modifications of existing Contracts or entry into new Contracts (other than the foregoing, Seller shall execute payment of customary filing and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyerapplication fees) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United States. (c) From time to time after the Closingobtaining any waivers, at the request of Buyer and at its expenseconsents, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require approvals from Governmental Entities or other Persons in connection with this Agreement, the defense Related Agreements or prosecution the transactions contemplated hereby or thereby, except as disclosed in Section 5.1(c) of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual PropertyDisclosure Schedule.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject conditions of this Agreement, prior to the conditions hereofEffective Time, each of the Parties agrees to Party shall use its commercially reasonable efforts efforts, and shall cooperate fully with the other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement (including the receipt of all Requisite Regulatory Approvals, and the satisfaction, but not the waiver, of the Closing conditions set forth in Article VII), and to comply promptly with all requirements of Governmental Authorities applicable to the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, to the extent required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each Party hereto agrees to make effective any required filing or application under Antitrust Laws, as applicable, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable the Transactions any additional information and documentary material that may be requested pursuant to Antitrust Laws and to vest take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. (b) Each of Parent and Parent’s subsidiaries, on the one hand, and the Company, on the other hand, shall, in Buyer connection with the efforts referenced in Section 6.2(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable 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 Person; (ii) keep the other Party reasonably informed of any communication received by such Party from, or given by such Party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other Party and its outside counsel to review any communication 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 Person, with any other Person, and to the extent permitted by the FTC, the 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. (c) In furtherance and not in limitation of the covenants of the Parties contained in Section 6.2(a) and (b)): (i) as soon as reasonably practicable following the date of this Agreement, the Company and Parent shall cooperate in all respects with each other and use (and shall cause their respective subsidiaries to use) their respective commercially reasonable efforts to prepare and file with Governmental Authorities, requests for approval of the transactions contemplated by this Agreement (including the Merger) and shall use all commercially reasonable efforts to have such Governmental Authorities approve the transactions contemplated by this Agreement, and (ii) each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall give prompt written notice if such Party receives any transferee notice from such Governmental Authorities in connection with the transactions contemplated by this Agreement, and, in the case of Buyer) good and marketable title any such written notice, shall promptly furnish the other Party with a copy thereof. If any Governmental Authority requires that a hearing or meeting be held in connection with its approval of the transactions contemplated hereby, whether prior to the Conveyed Intellectual PropertyClosing or after the Closing, each Party shall arrange for representatives to be present for such hearing or meeting. (d) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.2(a), (b) and (c), if any objections are asserted with respect to the transactions contemplated hereby under any applicable Law or if any suit is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of any applicable Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, Parent and the Company shall use their commercially reasonable efforts to resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement, including in order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the transactions contemplated hereby (including the Merger). (e) In the event any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, Parent and the Company shall cooperate in all respects with each other and use their respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (f) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement shall obligate Parent, Merger Sub, the Company or any of their respective affiliates to take any action or commit to take any action, or consent or agree to any condition, restriction or undertaking requested or imposed by any Governmental Authority, whether in connection with obtaining any Requisite Regulatory Approval or otherwise, if, in the good faith determination of Parent or the Company, respectively, such action, condition, restriction or undertaking, individually or in the aggregate, with all consentsother such actions, waiversconditions, authorizations restrictions or undertakings, would materially adversely affect the benefits, taken as a whole, that Parent or Company reasonably expects to derive from the transactions contemplated by this Agreement (a “Burdensome Condition”); including, without limitation, (i) any requirement that Parent, the Company, the Surviving Company or any of its or their subsidiaries (A) provide or commit to provide additional capital to the Surviving Company and approvals from the Company, or (B) provide any maintenance, guarantee, keep-well or similar agreements or commitments that are more burdensome than currently required of the Company by such Governmental Authorities Authority. (g) Prior to the Effective Time, Parent and other the Company shall use their commercially reasonable efforts to obtain any Consents of third parties required with respect to any contracts to which they are a party as may be necessary or appropriate for the consummation of the Transactions.transactions contemplated hereby or required by the terms of any contract as a result of the execution, performance or consummation of the transactions contemplated hereby (including the Merger); provided, that neither Parent nor the Company shall have any obligation to offer or pay any consideration in order to obtain any such consents or approvals (bh) From time Notwithstanding anything herein to time after the Closingcontrary, at neither Parent nor the request of Buyer (Company shall be required to agree to any term, condition or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) modification 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. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, obtaining any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) Consents in connection with the registration Merger or the consummation of the Conveyed Intellectual Property in jurisdictions outside transactions contemplated by this Agreement that would result in, or would be reasonably likely to result in: (i) a Material Adverse Effect of either Party, (ii) Parent, Merger Sub or the United States. (c) From time Company having to time after the Closingcease, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense sell or prosecution otherwise dispose of any claim by assets or against business (including the requirement that any third party with respect to the ownershipsuch assets or business be held separate), validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property(iii) a Burdensome Condition.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions hereofcontained herein, each Seller and Purchaser shall, and each Seller shall cause each of the Parties agrees to its Subsidiaries to, cooperate and use its their respective commercially reasonable efforts to take, or cause to be taken, all actions appropriate action, and to domake, or cause to be donemade, all things filings necessary, proper or advisable under applicable Laws and regulations and to consummate and make effective as promptly as practicable the Transactions and transactions contemplated by this Agreement, including their respective commercially reasonable efforts to vest in Buyer (and any transferee of Buyer) good and marketable title obtain, prior to the Conveyed Intellectual PropertyClosing Date, including obtaining all Permits, consents, waiversapprovals, authorizations authorizations, qualifications and approvals from Governmental Authorities Orders as are necessary to fulfill the conditions set forth in Articles VI and other third parties required for the consummation VII of the Transactionsthis Agreement. (b) From time In addition to time after the Closingagreements set forth in Section 5.4(a), at Purchaser and FWENC shall use their respective commercially reasonable efforts to obtain approval of the request transactions contemplated by this Agreement prior to the Closing Date under the Antitrust Laws by the applicable Antitrust Authorities, including: (i) making any required filing of Buyer (or any transferee of Buyer) a Notification and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, Report Form pursuant 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, to Buyer HSR Act (and any transferee of Buyerto make such other filings as are required under the Antitrust Laws) with respect to the Conveyed Intellectual Propertytransactions contemplated hereby as promptly as practicable (but not later than the close of business on February 20, including without limitation such assignments2003) and requesting early termination of the waiting period under the HSR Act; (ii) entering into negotiations with any Antitrust Authority; (iii) promptly complying with (or properly seeking to reduce the scope of) all formal or informal requests for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority; (iv) promptly making proposals to any Antitrust Authority; and (v) keeping each other party informed of any material communication with any Antitrust Authority. In addition to the foregoing, Purchaser agrees that it shall enter into agreements and limited powers of attorney with any Antitrust Authority to divest assets as may be needed for recording or effectuating the transfer necessary to obtain approval of the Conveyed Intellectual Property in the United States. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United Statestransactions contemplated hereby. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the Parties parties agrees to 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, proper or advisable to consummate and make effective as promptly as practicable effective, in the Transactions most expeditious manner practicable, the Merger and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Propertyother transactions contemplated by this Agreement, including (i) the obtaining of all consentsnecessary actions or nonactions, waivers, authorizations consents and approvals from Governmental Authorities Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers, and any necessary or appropriate financing arrangements, from third parties, (iii) the defending of any lawsuits or other third parties required for legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything to the contrary in this Agreement, neither HBO nor McKesson shall be required to hold separate (including by trust or otherwise) or divest any of their respective businesses or assets, or enter into any consent decree or other agreement that would restrict either HBO or McKesson in the conduct of its business as heretofore conducted. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, In connection with and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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. 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 the foregoing, Seller McKesson and HBO shall execute and deliver (i) take all action necessary to Buyer ensure that no state takeover statute or obtain for delivery similar statute or regulation is or becomes applicable to Buyerthis Agreement, at the request of Buyer and at its expenseOption Agreements, and without further consideration, or any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside transactions contemplated hereby and thereby and (ii) if any state takeover statute or similar statute or regulation becomes applicable to such agreements or transactions, take all action necessary to ensure that such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the United StatesMerger and the other transactions contemplated by this Agreement. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, and except as expressly provided in Section 6.04, each of the Parties agrees to Seller and Purchaser 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 necessary, proper or advisable to consummate and make effective as promptly as practicable cause the Transactions and Closing to vest occur, in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Propertymost expeditious manner practicable, including (i) obtaining all consentsnecessary or advisable actions or non-actions, waivers, authorizations consents and approvals from Governmental Authorities Entities and making all necessary or advisable registrations and filings (including filings with Governmental Entities, if any) and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) obtaining all necessary or advisable consents, approvals or waivers from third parties, (iii) defending against any lawsuits or other third parties required for legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Document or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) executing and delivering any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Documents. Seller and Purchaser shall not, and shall not permit any of their respective affiliates to, take any actions that would, or that could reasonably be expected to, result in any of the conditions set forth in Article VII not being satisfied. (b) From time Except as expressly provided in Section 6.04(c), Purchaser shall use commercially reasonable efforts to time after the Closing, at the request of Buyer (have any restraint or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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 prohibition of the Conveyed Intellectual Property type described in the United States. 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 Section 7.01(b) terminated as otherwise set forth in this Agreement. Without limiting the generality of the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) promptly as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United Statespracticable. (c) From time Without limiting Section 6.03(a), Seller shall use commercially reasonable efforts to time after assist Purchaser in obtaining, or causing to be obtained, an additional Permit for Purchaser with respect to each Permit currently used by Seller or another member of the Seller Group in connection with the Business that is not a Transferred Permit pursuant to Section 1.02(a)(vii). (d) Seller shall discharge and satisfy, at or prior to the Closing, at Seller’s sole cost and expense, all monetary Liens encumbering the request of Buyer Transferred Assets other than Permitted Liens, Liens created by Purchaser and Liens securing bonds issued in connection with IDB Leased Property and that will be defeased in full by Seller at its or prior to the Closing. With respect to any non-monetary Liens encumbering the Transferred Assets that are not Permitted Liens, Seller shall use commercially reasonable efforts to discharge and satisfy such Liens, at or prior to the Closing, at Seller’s sole cost and expense, and without further considerationif Purchaser obtains a title insurance policy for any Owned Real Property or IDB Leased Property that is encumbered by any such Lien, such obligation may be satisfied by Seller causing the title company to omit such Lien from the title insurance policy by Seller’s payment of an escrow deposit or by Seller’s indemnification of the title company’s losses, claims and damages in respect of any such Lien. Without limiting Seller’s obligations with respect to non-monetary Liens that are not Permitted Liens, Seller shall assist Buyer (use commercially reasonable efforts to satisfy, perform or complete, as applicable, at or prior to the Closing, at Seller’s sole cost and any transferee expense, the matters set forth in Section 6.03(d) of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party Seller Disclosure Letter, and with respect to all oil, gas and mineral rights leases and/or reservations affecting any Transferred Real Property and held by Seller or a member of the ownershipSeller Group, validitySeller shall cause such rights, enforceability, infringement or other violation of or leases and/or reservations to be conveyed to Purchaser by the Conveyed Intellectual Propertydeeds transferring the Owned Real Property to the extent permitted by applicable Law.

Commercially Reasonable Efforts. (a) Upon Without in any way limiting any other respective obligation of the terms and subject to Company or any Commitment Party in this Agreement or the conditions hereofRSA, each of the Parties agrees to Party shall use its 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 reasonably necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement, the RSA and the Plan, including using commercially reasonable efforts in: (i) identifying any Reasonable Approvals as promptly as practicable the Transactions and timely preparing and filing all documentation reasonably necessary to effect all necessary notices, reports and other filings of such Person and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining obtain as promptly as practicable all consents, waiversregistrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party or Governmental Entity; (ii) defending any Legal Proceedings in any way challenging, as applicable, (A) this Agreement, the Plan or any other Definitive Document, (B) the Disclosure Statement Order and approvals from Governmental Authorities and other third parties required for the Confirmation Order or (C) the consummation of the Transactionstransactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining Order entered by any Governmental Entity vacated or reversed; and (iii) working together to execute and deliver the Governance Documents, the Definitive Documents and all other documents relating thereto (for timely inclusion in the Plan and filing with the Bankruptcy Court) and any other agreement required to effectuate and consummate the Restructuring Transactions as contemplated by this Agreement, the RSA or the Plan and the approval rights therein; provided, however, that, nothing in this Agreement shall modify the approval rights over the Definitive Documents set forth in the RSA (including Section 3.02 thereof), and that, except with respect to Section 10.7 of this Agreement, in the event of any inconsistency between this Agreement and the RSA the approval rights set forth in the RSA shall control. (b) From time Subject to time after applicable Laws relating to the Closing, at the request exchange of Buyer (or any transferee of Buyer) and at such requesting party’s expenseinformation, and without further considerationin accordance with the RSA, Seller agrees the Commitment Parties and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other on its own behalfall of the information relating to Commitment Parties or the Company, as well as on behalf the case may be, and any of its subsidiariestheir respective Subsidiaries, affiliates, successors, assigns and legal representatives, to execute and deliver to Buyer that appears in 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 conveyedfiling made with, or intended so to be, to Buyer (and any transferee of Buyer) 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. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further considerationwritten materials submitted to, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) Governmental Entity in connection with the registration of transactions contemplated by this Agreement or the Conveyed Intellectual Property Plan; provided, however, that the Commitment Parties are not required to provide for review in jurisdictions outside of advance declarations or other evidence submitted in connection with any filing with the United StatesBankruptcy Court. In exercising the foregoing rights, the Parties shall act reasonably and as promptly as practicable. (c) From time Without limitation to time after Section 6.1, the Closing, at Company and its Subsidiaries shall (i) provide counsel for the request Commitment Parties a reasonable opportunity to review (which shall be no less than two (2) Business Days) draft copies of Buyer and at its expenseall proposed orders, and without further consideration(ii) to the extent reasonably practicable, Seller shall assist Buyer (and provide counsel for the Commitment Parties a reasonable opportunity to review draft copies of any transferee document that the Company or any of Buyer) as Buyer may reasonably require in connection its Subsidiaries intends to file with the defense Bankruptcy Court; provided, however, that each such pleading or prosecution document shall be in form and substance reasonably acceptable to the Company and the Required Commitment Parties; (d) Nothing contained in this Section 6.4 shall limit the ability of any claim by Commitment Party to consult with the Debtors, to appear and be heard, or against to file objections, concerning any third party with respect matter arising in the Chapter 11 Cases to the ownershipextent not inconsistent with the RSA, validity, enforceability, infringement this Agreement or other violation of or by the Conveyed Intellectual PropertyPlan.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the Parties parties hereto agrees to 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, proper or advisable to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Stockholders Agreement, including using commercially reasonable efforts to accomplish the following: (a) the taking of all reasonable acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (b) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action or proceeding by any Governmental Entity, (c) the obtaining of all necessary consents, approvals or waivers from third parties, (d) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Stockholders Agreement, or the consummation of the Merger or the other transactions contemplated by, and to carry out the purposes of, this Agreement and the Stockholders Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (e) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Stockholders Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall (a) use its commercially reasonable efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Stockholders Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Stockholders Agreement and (b) if any state takeover statute or similar statute becomes applicable to this Agreement, the Stockholders Agreement, the Merger or any other transactions contemplated by this Agreement or the Stockholders Agreement, use its commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement and the Stockholders Agreement may be consummated as promptly as practicable on the Transactions terms contemplated by this Agreement and the Stockholders Agreement and otherwise to vest in Buyer (minimize the effect of such statute or regulation on this Agreement, the Stockholders Agreement, the Merger and any transferee of Buyer) good the other transactions contemplated by this Agreement and marketable title to the Conveyed Intellectual Property, including obtaining all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for the consummation of the Transactions. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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 StatesStockholders Agreement. Nothing herein in this Agreement 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 the foregoingrequire Parent to agree to, Seller shall execute and deliver to Buyer or obtain for delivery to Buyerproffer to, at the request of Buyer and at its expense, and without further consideration, divest or hold separate any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and assets or any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United States. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution portion of any claim by business of Parent or against any third party with respect to its subsidiaries or the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual PropertyCompany.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to conditions of this Agreement, the conditions hereof, each of the Parties agrees to Company and Parent 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, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and make effective filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents to consummate the Transactions transactions contemplated hereby, (ii) obtaining and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Propertymaintaining all approvals, including obtaining all consents, waiversregistrations, permits, authorizations and approvals other confirmations required to be obtained from any Governmental Authorities and Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) defending any actions, suits, claims, investigations or proceedings threatened or commenced by any Governmental Authority relating to the transactions contemplated by this Agreement, including seeking to have any stay, temporary restraining order or preliminary injunction entered by any Governmental Authority vacated or reversed, and (iv) cooperating to the extent reasonable with the other parties required hereto in their efforts to comply with their obligations under this Agreement. In the event that the other parties to any Real Property Lease conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Real Property Lease, any such payment shall be deemed to be the responsibility of Parent for all purposes of and under this Agreement. Each of Parent and the consummation Company will coordinate and cooperate fully with each other in exchanging between outside counsel such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of the Transactionsany waiting periods associated with any Required Governmental Authorizations. (b) From time In furtherance and not in limitation of the foregoing, each of Parent and the Company shall promptly make an appropriate filing of a Notification and Report Form pursuant to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) HSR Act with respect to the Conveyed Intellectual PropertyOffer, including without limitation such assignmentsthe Merger and the other transactions contemplated hereby (the “HSR Filings”) and all other filings (1) required under any applicable non-U.S. antitrust or competition laws (together with the HSR Filings, agreements the “Antitrust Filings”) and limited powers of attorney (2) deemed advisable or appropriate under any other applicable competition, merger control, antitrust or similar law by Company and Parent with respect to the transactions contemplated hereby as promptly as practicable and to supply as promptly as practicable any additional information and documentary material that may be needed for recording requested pursuant to the HSR Act or effectuating any other applicable competition, merger control, antitrust or similar law and to use their commercially reasonable efforts to take all other actions necessary to cause the transfer expiration or termination of the Conveyed Intellectual Property in applicable waiting periods under the United States. 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 HSR Act as otherwise set forth in this Agreement. Without limiting the generality of the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) soon as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United Statespracticable. (c) From time Each of Parent and the Company shall promptly notify the other party of any communication it receives from any Governmental Authority relating to time after the Closingmatters that are the subject of this Agreement and permit outside counsel for the other party to review in advance any proposed communication by such party to any Governmental Authority and shall provide outside counsel for each other with copies of all correspondence, at the request filings or communications between them or any of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (their representatives and any transferee Governmental Authority. Neither Parent nor the Company shall agree to participate in any meeting with any Governmental Authority in respect of Buyer) as Buyer may reasonably require in connection any such filings, investigation or other inquiry unless it consults with the defense or prosecution of any claim by or against any third other party with respect in advance and, to the ownershipextent permitted by such Governmental Authority, validity, enforceability, infringement or gives the other violation of or by party the Conveyed Intellectual Propertyopportunity to attend and participate at such meeting.

Commercially Reasonable Efforts. (a) Upon Subject to the express provisions ------------------------------- of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions hereofset forth herein, each of the Parties parties agrees to 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, proper or advisable to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the causing of the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, subject to the other terms and conditions hereof, Oplink and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the Transactions terms contemplated by this Agreement and otherwise to vest in Buyer (and any transferee of Buyer) good and marketable title to minimize the Conveyed Intellectual Property, including obtaining all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for the consummation of the Transactions. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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. Nothing herein shall be deemed a waiver by Buyer of its right to receive at the Closing an effective assignment effect of such rights by Seller as otherwise set forth in Legal Requirement on the Merger, this Agreement. Without limiting Agreement and the generality of the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United Statestransactions contemplated hereby. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereof, each of the 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, proper or advisable to consummate and make effective as promptly as practicable the Transactions and to vest in the Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual PropertyPurchased Assets, including obtaining all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for the consummation of the Transactions. (b) From time to time after the Closing, at the request of the Buyer (or any transferee of the Buyer) and at such requesting party’s expense, and without further consideration, the Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliatesAffiliates, successors, assigns and legal representatives, to execute and deliver to the Buyer any further documents or instruments and perform any further acts that may reasonably be deemed necessary or desirable by the Buyer to vest, record, perfect, support and/or confirm the rights herein conveyed, or intended so to be, to the Buyer (and any transferee of the Buyer) with respect to the Conveyed Intellectual PropertyPurchase Assets, 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 Purchase Assets in the United States. Nothing herein shall be deemed a waiver by the Buyer of its right to receive at the Closing an effective assignment of such rights by the Seller as otherwise set forth in this Agreement. Without limiting the generality of the foregoing, the Seller shall execute and deliver to the Buyer or obtain for delivery to the Buyer, at the request of the Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property Purchased Assets to reflect the Buyer (and any transferee of the Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property Purchased Assets exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United States. (c) From time to time after the Closing, at the request of the Buyer and at its expense, and without further consideration, the Seller shall assist Buyer (and any transferee of the Buyer) as the Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual PropertyPurchased Assets.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the Parties agrees to 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, proper or advisable to consummate and make effective as promptly as practicable effective, in the Transactions most expeditious manner practicable, the Share Sale and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Propertyother Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied; (ii) the obtaining of all consentsnecessary actions, waivers, consents, approvals, orders and authorizations and approvals from Governmental Authorities and other the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any); (iii) the delivery of all notices to, and the obtaining of all consents, approvals or waivers from, third parties required for as a result of the consummation Transactions; and (iv) the execution or delivery of any additional instruments reasonably necessary to consummate, and to fully carry out the purposes of, the Transactions. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) other than in connection with the registration Restructuring, neither Purchaser nor Seller shall, and each shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the Conveyed Intellectual Property assets of or equity in, or by any other manner, any Person or portion 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) increase the risk, in jurisdictions outside any material respect, of delaying or not obtaining any consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate or order of any Governmental Authority necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period, (ii) increase the risk, in any material respect, of any Governmental Authority entering an order prohibiting the consummation of the United Statestransactions contemplated hereby or (iii) delay the consummation of the transactions contemplated hereby. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the Parties parties hereto agrees to 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, proper or advisable to consummate and make effective effective, in the most expeditious manner practicable (subject, however, to the first sentence of Section 8.06 and the fourth sentence of Section 9.01(a)), the Transactions and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to the Closings to be satisfied as promptly as practicable practicable, (ii) the Transactions and to vest in Buyer (and any transferee obtaining of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining all consentsnecessary actions or nonactions, waivers, authorizations consents and approvals from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from Third Parties, (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and (v) the use of commercially reasonable efforts (up to, but not beyond, October 31, 2004) to defend any lawsuits or other third legal proceedings (whether judicial or administrative) challenging this Agreement or the consummation of the Transactions or the other transactions contemplated herein, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed. In connection with and without limiting the first sentence of this Section 9.05, each of Cargill and its Board of Directors and IMC and its Board of Directors shall (x) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger, the Contribution or any of the other transactions contemplated by this Agreement and (y) if any state takeover statute or similar statute becomes applicable to this Agreement, the Merger, the Contribution or any of the other transactions contemplated by this Agreement, take all action reasonably necessary to ensure that the Merger, the Contribution and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Merger, the Contribution and the other transactions contemplated by this Agreement. (b) Each of Cargill and IMC shall, in connection with the efforts referenced in Section 9.05(a) to obtain the Necessary Consents, use commercially reasonable efforts, subject to applicable Law, 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 Third Party, (ii) permit the other party to review in advance any proposed written communication between it and any Governmental Authority, (iii) promptly inform each other of (and, at the other party’s reasonable request, supply to such other party) any communication (or other correspondence or memoranda) received by such party from, or given by such party to, the DOJ, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private Third Party, in each case regarding any of the transactions contemplated hereby, (iv) consult with each other in advance, to the extent practicable and to the extent permitted by the DOJ, the FTC or such other applicable Governmental Authority or other Person, of any meeting or conference with the DOJ, the FTC or any other Governmental Authority or, in connection with any proceeding by a private Third Party, with any other Person, and (v) to the extent such party has not been advised by its counsel that disclosure of such information may not comply with applicable Law, give the other party the opportunity to attend and participate in such meetings and conferences referred to in clause (iv) above. (c) In furtherance and not in limitation of the covenants of the parties required for hereto contained in Section 9.05(a) and Section 9.05(b), if any administrative or judicial action or proceeding, including any proceeding by a private Third Party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Law, or if any statute, rule, regulation, executive order, decree, injunction or administrative order is enacted, entered, promulgated or enforced by a Governmental Authority that would make the Merger, the Contribution or the other transactions contemplated hereby illegal or would otherwise prohibit or materially impair or delay the consummation of the Merger, the Contribution or the other transactions contemplated hereby, each of Cargill and IMC shall use commercially reasonable efforts to obtain all Necessary Consents of applicable Governmental Authorities, including under the HSR Act. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Cargill or IMC to (A) agree to, or proffer to, divest or hold separate any assets or any portion of any business of Cargill or IMC or any of their respective Subsidiaries or, assuming the consummation of the Transactions. (b) From time to time after the Closing, at the request of Buyer (Newco or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiariesSubsidiaries, affiliates(B) not compete in any geographic area or line of business or (C) restrict the manner in which, successorsor whether, assigns and legal representativesCargill, to execute and deliver to Buyer IMC, Newco or any further documents or instruments and perform of their respective Affiliates may carry on business in any further acts that may part of the world, which, in the case of any of clauses (A) through (C) above, would reasonably be deemed necessary likely to have a Cargill Material Adverse Effect, an IMC Material Adverse Effect or desirable by Buyer materially impair the long-term benefits sought to vest, record, perfect, support and/or confirm be derived from the rights herein conveyed, or intended so to be, to Buyer (and any transferee of Buyer) 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. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United StatesTransactions. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. (a) Upon Without in any way limiting any other respective obligation of the terms and subject to the conditions hereofCompany or any Backstop Party in this Agreement, each of Party shall use (and the Parties agrees Company shall cause the other Debtors to use its use) 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 reasonably necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement and the Plan, including using commercially reasonable efforts in: (i) timely preparing and filing all documentation reasonably necessary to effect all necessary notices, reports and other filings of such Person and to obtain as promptly as practicable the Transactions and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining all consents, waiversregistrations, approvals, permits and authorizations and approvals necessary or advisable to be obtained from any third party or Governmental Authorities and Unit; (ii) defending any Legal Proceedings in any way challenging (A) this Agreement, the Plan, the Registration Rights Agreement or any other third parties required for Transaction Agreement, (B) the Backstop Commitment Agreement Approval Order, the Disclosure Statement Order, the Confirmation Order or the DIP Order or (C) the consummation of the Transactionstransactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining Order entered by any Governmental Unit vacated or reversed; and (iii) working together in good faith to finalize Reorganized Chesapeake Organizational Documents, Transaction Agreements, the Registration Rights Agreement and all other documents relating thereto for timely inclusion in the Plan and filing with the Bankruptcy Court. (b) From time Subject to time after Laws or applicable rules relating to the Closing, at the request exchange of Buyer (or any transferee of Buyer) and at such requesting party’s expenseinformation, and without further considerationin accordance with the Restructuring Support Agreement, Seller agrees the Backstop Parties and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other on its own behalfall of the information relating to Backstop Parties or the Company, as well as on behalf the case may be, and any of its subsidiariestheir respective Subsidiaries, affiliates, successors, assigns and legal representatives, to execute and deliver to Buyer that appears in 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 conveyedfiling made with, or intended so to be, to Buyer (and any transferee of Buyer) 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. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further considerationwritten materials submitted to, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) Governmental Unit in connection with the registration of transactions contemplated by this Agreement or the Conveyed Intellectual Property Plan; provided, however, that the Backstop Parties are not required to provide for review in jurisdictions outside of the United States. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require advance declarations or other evidence submitted in connection with any filing with the defense or prosecution of any claim by or against any third party with respect to Bankruptcy Court. In exercising the ownershipforegoing rights, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual PropertyParties shall act as reasonably and as promptly as practicable.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject conditions of this Agreement, prior to the conditions hereofexpiration of the Executory Period, each of the Parties agrees to Party shall use its commercially reasonable efforts efforts, and shall cooperate fully with the other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the Merger and make effective the other transactions contemplated by this Agreement (including the receipt of all Requisite Regulatory Approvals), and to comply as promptly as practicable with all requirements of Governmental Authorities applicable to the Transactions transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, to the extent required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each Party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, at such Party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to Antitrust Laws and to vest take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. (b) Radiancy, on the one hand, and each of PhotoMedex and Merger Sub, on the other hand, shall, in Buyer connection with the efforts referenced in Section 5.2(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any transferee investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other Party reasonably informed of Buyerany communication received by such Party from, or given by such Party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) good or any other U.S. or foreign Governmental Authority and marketable title of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated hereby; (iii) permit the other Party and its outside counsel to review any communication 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 Person, with any other Person, and to the Conveyed Intellectual Propertyextent permitted by the FTC, the 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; (iv) in the event one Party is prohibited from participating in or attending any meetings or conferences, the other Party shall keep such Party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority. (c) In furtherance and not in limitation of the covenants of the Parties contained in Section 5.2(a) and Section 5.2(b), if any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or any other applicable Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private Person challenging any of the transactions contemplated hereby as violative of any Antitrust Law or any other applicable Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of Radiancy, PhotoMedex and Merger Sub shall use its commercially reasonable efforts to resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement, including obtaining in order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the transactions contemplated hereby. (d) For purposes of Section 5.2(c), “commercially reasonable efforts” shall not include nor require any Party or any of its Subsidiaries to (A) propose, negotiate, or offer to commit or agree to or effect by consent decree, hold separate order, or otherwise, the sale, divestiture, license, disposition or hold separate of any asset, in each case if such sale, divestiture, license, disposition or hold separate with respect thereto would, individually or in the aggregate, reasonably be expected to have a PhotoMedex Material Adverse Effect or a Radiancy Material Adverse Effect (after giving effect to the Merger), as the case may be, or (B) conduct or agree to conduct its business in any particular manner if such conduct or agreement with respect thereto would, individually or in the aggregate, reasonably be expected to have a PhotoMedex Material Adverse Effect or a Radiancy Material Adverse Effect (after giving effect to the Merger), as the case may be. Notwithstanding anything herein to the contrary, neither PhotoMedex, Radiancy, nor any of their respective Subsidiaries shall propose, negotiate or offer to commit to any sale, divestiture, license, disposition or hold separate of any asset contemplated to be held by the Surviving Company following the consummation of the Merger without the prior written consent of the other Parties. (e) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private Person challenging the Merger or any other transaction contemplated by this Agreement, or any other ancillary agreement contemplated hereby, each of Radiancy, PhotoMedex and Merger Sub shall cooperate in all consentsrespects with each other and use its respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, waiverslifted, authorizations reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and approvals from Governmental Authorities and other that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (f) Prior to the expiration of the Executory Period, Radiancy shall use its commercially reasonable efforts to obtain any Consents of third parties required Persons with respect to any Radiancy Material Contract as may be necessary or appropriate for the consummation of the Transactionstransactions contemplated hereby or required by the terms of any contract as a result of the execution, performance or consummation of the transactions contemplated hereby. Prior to the expiration of the Executory Period, PhotoMedex shall use its commercially reasonable efforts to obtain any Consents of third Persons with respect to any PhotoMedex Material Contract as may be necessary or appropriate for the consummation of the transactions contemplated hereby or required by the terms of any contract as a result of the execution, performance or consummation of the transactions contemplated hereby. (bg) From time Notwithstanding anything herein to time after the Closingcontrary, at the request of Buyer (neither Radiancy nor PhotoMedex shall be required to agree to any commercially unreasonable consent fee, term, condition or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) modification with respect to the Conveyed Intellectual Property, including without limitation such assignments, agreements and limited powers of attorney as may be needed for recording obtaining any Consents or effectuating the transfer of the Conveyed Intellectual Property in the United States. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) Requisite Regulatory Approvals in connection with the registration Merger and consummation of the Conveyed Intellectual Property in jurisdictions outside of the United Statestransactions contemplated by this Agreement. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement: 10.1 During the period between the Effective Date and Closing, Sellers and Purchaser shall (a) Upon the terms and subject use their commercially reasonable efforts (i) to cause the conditions hereofin Section 4 to be satisfied, each (ii) to deliver or cause to be delivered at the Closing the items to be delivered by Sellers and Purchaser pursuant to Section 3.2 and Section 3.3, respectively, and (iii) to take all other actions to consummate the Contemplated Transactions, and (b) not take any action that will have the effect of unreasonably delaying, impairing or impeding the Parties agrees receipt of any authorizations, Consents, or Orders to be sought pursuant to this Agreement. 10.2 From and after the Closing, and for no further consideration, Sellers and Purchaser shall use its commercially reasonable efforts to take, deliver or cause to be taken, all actions delivered such additional documents and other papers and to do, take or cause to be done, all things taken such further actions as may be necessary, proper or advisable to consummate and make effective as promptly as practicable the Contemplated Transactions and to vest in Buyer carry out the provisions hereof including (a) transferring back to Sellers any Excluded Liability which was inadvertently transferred, and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for the consummation of the Transactions. (b) transferring to Purchaser any Purchased Asset contemplated by this Agreement to be transferred to Purchaser and which was not so transferred on the Closing Date; provided that nothing herein shall require Sellers to execute any document or take any action that would (i) impose or involve obligations or Liabilities on Sellers over and above those imposed on Sellers by the other provisions of this Agreement, (ii) involve any cost or expense (individually or in the aggregate) that is material in amount, or (iii) include joining or otherwise becoming a party to any action or proceeding of any kind. 10.3 From time to time and after the Closing, at the request of Buyer (or any transferee of Buyer) Purchaser and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller Sellers shall reasonably cooperate in the transition of the Purchased Assets from Sellers to Purchaser, provided that neither Party shall be required to expend other than nominal unreimbursed costs in providing such cooperation. 10.4 Within fifteen (15) days after the Closing Date, Sellers shall use commercially reasonable efforts to take such corporate and other actions necessary to change their company names to ones that are not similar to, or confusing with, their current names, including any necessary filings required by the law of the state of their respective organization, and shall promptly thereafter provide Purchaser with Buyer (and any transferee written evidence of Buyer) in connection such name changes. Sellers shall also file a motion with the registration Bankruptcy Court to change the captions of the Conveyed Intellectual Property in jurisdictions outside of the United StatesChapter 11 Cases to reflect such name changes. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the Parties ProLogis and Catellus agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective as promptly as practicable effective, in the Transactions most expeditious manner practicable, the Merger and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Propertyother transactions contemplated by this Agreement, including (i) the obtaining of all consentsnecessary actions or nonactions, waivers, authorizations consents and approvals from Governmental Authorities Entities and other the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval, waiver or exemption from any Governmental Entity, (ii) the obtaining of all necessary consents, approvals, waivers or exemption from non-governmental third parties required for parties; and (iii) the consummation execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement (including such agreements as may be reasonably necessary or desirable to minimize any excise Taxes pursuant to Section 280G of the Transactions. (b) From time Code). In addition, each of ProLogis and Catellus agrees to use their commercially reasonable efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the transactions contemplated by this Agreement, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement entered by any court or other Governmental Entity vacated or reversed. If, at any time after the ClosingEffective Time, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, to execute and deliver to Buyer any further documents or instruments and perform any further acts that may reasonably be deemed action is necessary or desirable by Buyer to vestcarry out the purpose of this Agreement, recordthe proper officers and directors of Catellus and ProLogis shall take all such necessary action. From the date of this Agreement through the Effective Time, perfect, support and/or confirm the rights herein conveyedProLogis and Catellus shall timely file, or intended so cause to bebe filed, to Buyer (and any transferee of Buyer) 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. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents SEC all SEC Documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United Statesbe so filed. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereof, each Each of the Parties agrees to Company, Parent and Merger Sub shall cooperate with and assist each other, and shall use its their commercially reasonable efforts efforts, to promptly (i) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions as soon as practicable, including satisfaction (but not waiver) of the conditions precedent set forth in Article VII, as well as preparing and make effective filing as promptly as practicable the Transactions all documentation required to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and to vest in Buyer other documents, (ii) obtain and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Propertymaintain all approvals, including obtaining all consents, waiversregistrations, permits, authorizations and approvals other confirmations required to be obtained from Governmental Authorities any other Person, including any Government Authority, that are necessary, proper or advisable to consummate the Merger and other Transactions in the most expeditious manner practicable, but in any event before the Termination Date, (iii) notify the other party of any communication (whether written or oral) from any Government Authority, providing the other party with copies of all such written communications, without delay, to the extent only that to do so is not legally prohibited and would not entail the disclosure of commercially sensitive information, and keeping the other party regularly and reasonably informed of the progress of any notification or filing and providing such assistance as may reasonably be required in relation thereto, (iv) provide reasonable assistance to the relevant applicant in responding to any request for information from any Government Authority promptly and in any event in accordance with any relevant time limit, (v) consult with, and taking into account the views of the other party as to the mode, content and timing of all material communications (whether made orally or in writing) with any Government Authority, (vi) give the other party a reasonable opportunity to comment on drafts of such material communications and to participate in telephone calls and meetings with any such Government Authority (save to the extent that such Government Authority expressly requests that the other party should not participate in such meetings or telephone calls); and (vii) provide the other party with copies of all filings made by such party with any Government Authority or any other information supplied by such party to a Government Authority in connection with the Transactions (with the exception of the filings submitted under the HSR Act); provided, however the provisions of this Section 6.3(a) shall not apply to any discussions, negotiations, communications or agreements between the Parent and any Government Authority or third parties party in respect of any license, sale, divestiture or disposals under Section 6.3(b) for which the Parent shall, subject to the requirements of the foregoing, have the sole right to devise and implement strategy and lead all meetings and communications with any Government Authority or third party, and shall keep the Company reasonably updated of the progress of any such discussions, communications and agreements. Each of Parent and the Company may, as they deem necessary, designate any sensitive materials to be exchanged in connection with this Section 6.3(a) as “outside-counsel only.” Any such materials, as well as the information contained therein, shall be provided only to a receiving party’s outside counsel (and mutually-acknowledged outside consultants) and not disclosed by such counsel (or consultants) to any employees, officers, or directors of the receiving party without the advance written consent of the party supplying such materials or information. Notwithstanding anything to the contrary, nothing in this Agreement shall require Parent or any of its Affiliates to incur any material out-of-pocket expense other than Parent’s own legal fees and related out-of-pocket expenses or as specifically required by this Agreement, or change any terms to any Contract to which Parent or any of its Affiliates is a party in order to obtain any consent or cause any condition precedent to be satisfied. (b) Notwithstanding anything to the contrary contained in this Agreement, except as expressly provided otherwise in Section 6.3(b)(ii), nothing in this Agreement will require or obligate Parent or any of its Affiliates to (and in no event shall any representation, warranty or covenant of Parent contained in this Agreement be breached or deemed breached as a result of the failure of Parent to take any of the following actions): (i) agree to or otherwise become subject to any limitations on (A) the right of Parent effectively to control or operate its business (including the business of the Company and its Subsidiaries after the Effective Time) or assets (including the assets of the Company and its Subsidiaries after the Effective Time), (B) the right of Parent to directly or indirectly hold the entirety of the membership interests of the Company, or (C) the right of Parent to exercise full rights of ownership of its business (including the business of the Company and the Subsidiaries after the Effective Time) or assets (including the assets of the Company and its Subsidiaries after the Effective Time); (ii) agree or be required to sell or otherwise dispose of, hold (through the establishment of a trust or otherwise), license or divest itself of all or any portion of the business, assets or operations of Parent or Merger Sub or any of their Affiliates or Subsidiaries or the business of the Company or any of the Subsidiaries or any of the assets of the Company or the Subsidiaries, other than to the extent that Parent or its Subsidiaries manufacture as of the date of this Agreement any pharmaceutical product that (x) uses substantially similar active ingredients or has substantially similar effects than any pharmaceutical product that is as of the date of this Agreement being manufactured by the Company or its Subsidiaries and (y) generated consolidated net revenues for Parent and its Subsidiaries in 2020 of less than $10 million; or (iii) otherwise take any steps to avoid or eliminate any impediment that may be asserted under any Antitrust Law or other Law governing competition, monopolies or restrictive trade practices. (c) The Company shall, if reasonably requested by Parent, and shall cause its Subsidiaries to, effect and agree to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), license or divest itself of, or enter into other similar arrangement regarding, all or any portion of the business, assets, products or operations of Company or any of its Subsidiaries, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions (each, a “Potential Sale Transaction”) is conditioned on the occurrence of, and shall become effective only from and after, the consummation of Closing. Without limiting the foregoing, to the extent requested by Parent, the Company shall, and shall cause its Subsidiaries to, cooperate with Parent to facilitate the Potential Sale Transaction. To the extent reasonably requested by Parent, Company shall, and shall cause its Subsidiaries to: (i) enter into confidentiality agreements containing customary terms with any Persons who Parent identifies to the Company as potential purchasers in a Potential Sale Transaction (such potential purchasers to be referred to as “Potential Purchasers”); (ii) permit Potential Purchasers to conduct (and cooperate with such Potential Purchasers with respect to) reasonable documentary and other investigations with respect to such Potential Sale Transaction (provided, that any such Potential Purchaser executes and delivers to Parent a confidentiality agreement containing customary terms); (iii) comply with any applicable right of first refusal, right of first offer, right of approval and similar provisions that may be applicable to a proposed transfer of a Potential Sale Transaction; and (iv) deliver such notices, make such filings and execute such contracts relating to the Potential Sale Transaction as reasonably requested by Parent and at the Company’s sole expense. (d) Each of the Company, the Key Persons, the Principal Members, Parent and Merger Sub shall not, and shall cause its respective Controlled Affiliates not to knowingly take any action in the United States of America, including acquiring or investing in any Person or acquiring, leasing or licensing any assets outside the Ordinary Course, or agreeing to do any of the foregoing, if such party in good faith believes that doing so would make it materially more difficult, or materially increase the time required, to (x) obtain the approval of any Government Authority under the HSR Act, (y) obtain all actions or nonactions, expirations or terminations of waiting periods, authorizations and Orders of Government Authority necessary for the consummation of the Transactions. Transactions or (bz) From time to time after satisfy the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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. 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 condition set forth in this Agreement. Without limiting Section 7.1(a); provided, however, that Parent may take any reasonable action to resist or reduce the generality scope of the foregoinga Potential Sale Transaction or any agreement, Seller shall execute and deliver to Buyer requirement, limitation, license, sale, divestiture or obtain for delivery to Buyerdisposal under Section 6.3(b) even if it delays such expiration, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) so long as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At delay is not to a date beyond the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United StatesTermination Date. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. (a) Upon the terms and conditions set ------------------------------- forth herein, subject to the conditions hereoffiduciary responsibilities, each of the Parties Company, Parent and Newco agrees to use its commercially reasonable efforts to cause the purchase of Shares pursuant to the Offer and the consummation of the Merger to occur as soon as reasonably possible. Without limiting the foregoing, (i) each of the Company, Parent and Newco agree to use its commercially reasonable efforts to take, or cause to be taken, all actions and necessary to do, or cause to be done, comply promptly with all things necessary, proper or advisable to consummate and make effective as promptly as practicable the Transactions and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for the consummation of the Transactions. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, to execute and deliver to Buyer any further documents or instruments and perform any further acts requirements 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, to Buyer (and any transferee of Buyer) imposed on itself with respect to the Conveyed Intellectual PropertyOffer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Offer and the Merger, including without limitation such assignments, agreements and limited powers of attorney as may be needed for recording or effectuating the transfer (ii) each of the Conveyed Intellectual Property in the United States. 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 the foregoingCompany, Seller shall execute Parent and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expenseNewco shall, and without further considerationshall cause its Subsidiaries to, any documents required use its commercially reasonable efforts to update record title to the owned Conveyed Intellectual Property to reflect Buyer obtain (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer each other in obtaining) (and a) any transferee material consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Newco, the Company or any of Buyer) their Subsidiaries in connection with the registration Offer and the Merger or the taking of any action contemplated by this Agreement and (b) the Conveyed Intellectual Property financing necessary to consummate the Offer and the Merger on terms and conditions satisfactorily to Parent. Notwithstanding anything to the contrary contained in jurisdictions outside of the United States. (c) From time to time after the Closingthis Agreement, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with any filing or submission required or action to be taken by Parent, the defense Company or prosecution any of Company Subsidiaries to consummate the Offer, the Merger or the other transactions contemplated in this Agreement, the Company shall not, without Parent's prior written consent, commit to any claim by divestiture of assets or against any third party with respect businesses of the Company and Company Subsidiaries if such divested assets and/or businesses are Material to the ownershipassets or profitability of the Company and Company Subsidiaries taken as a whole; and neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take or commit to take any action that limits ability to retain, validitythe Company or any of the businesses, enforceability, infringement product lines or other violation assets of Parent or by the Conveyed Intellectual Propertyany of its Subsidiaries or that would have a Material Adverse Effect on Parent.

Commercially Reasonable Efforts. WSB will (aand will cause the WSB Subsidiaries to) Upon the terms and subject to the conditions hereof, each of the Parties agrees to use its commercially reasonable efforts to takeobtain and to assist Umpqua in obtaining all necessary approvals, consents and orders, including but not limited to approval of the FDIC, FRB, the Oregon Director and California Commissioner, to the transactions contemplated by this Agreement and the Plans of Merger. Subject to the terms and conditions set forth in this Agreement, WSB shall cooperate with Umpqua and use (and shall cause each WSB Subsidiary to use) reasonable best efforts to take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, all things reasonably necessary, proper or advisable on its part under this Agreement and applicable laws to consummate and make effective the Mergers and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable the Transactions all documentation to effect all necessary notices, reports and other filings and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining obtain as promptly as practicable all consents, waiversregistrations, approvals, permits and authorizations and approvals necessary or advisable to be obtained from Governmental Authorities and other any third parties required for party and/or any governmental entity in order to consummate the consummation Mergers or any of the Transactions. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, to execute and deliver to Buyer any further documents or instruments and perform any further acts that may reasonably be deemed necessary or desirable other transactions contemplated by Buyer to vest, record, perfect, support and/or confirm the rights herein conveyed, or intended so to be, to Buyer (and any transferee of Buyer) 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. 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 Subject to applicable laws relating to the generality exchange of information, WSB shall provide Umpqua an opportunity to review in advance, and to the extent practicable will consult with Umpqua and consider in good faith the views of Umpqua in connection with, all of the foregoinginformation relating to Umpqua and Umpqua Subsidiaries that appears in any filing made with, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further considerationwritten materials submitted to, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and third party and/or any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) governmental entity in connection with the registration Mergers and the other transactions contemplated by this Agreement. In exercising the foregoing rights, WSB shall act reasonably and as promptly as practicable. WSB shall, upon request by Umpqua, furnish Umpqua with all information concerning itself, the WSB Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of WSB, Umpqua or any of the Conveyed Intellectual Property in jurisdictions outside of the United States. (c) From time Umpqua Subsidiaries or WSB Subsidiaries to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require third party and/or any governmental entity in connection with the defense Mergers and the transactions contemplated by this Agreement. Subject to applicable law, WSB shall keep Umpqua apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing Umpqua with copies of notices or prosecution of other communications received by WSB or any claim by or against WSB Subsidiary, from any third party and/or any governmental entity with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Propertysuch transactions.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereof, each Each of the Parties parties agrees to use its commercially reasonable efforts to obtain as promptly as practicable all authorizations, consents, Orders and approvals of all Governmental Authorities, including all Required Governmental Approvals, that may be or may become reasonably necessary, proper or advisable under the Transaction Documents and applicable Laws to consummate and make effective the Transactions. The Transferor, the Transferred Companies, Parent and the Acquiror shall reasonably cooperate with the requests of each other in seeking to obtain as promptly as practicable all such authorizations, consents, Orders and approvals. (b) The Transferor, the Transferred Companies, Parent and the Acquiror shall promptly prepare all documentation and promptly make all filings and notifications with all Governmental Authorities that may be or may become reasonably necessary, proper or advisable under the Transaction Documents and applicable Laws to consummate and make effective the Transactions, including (i) all Required Governmental Approvals and (ii) any other regulatory approvals or filings. The Transferor, the Transferred Companies, Parent and the Acquiror each shall supply promptly to the relevant Governmental Authorities any additional information and documentary material that may be requested by such Governmental Authorities of them pursuant to any applicable Laws. The Acquiror, Parent and the Transferor will provide such assistance to each other as is reasonably required to obtain any Required Governmental Approvals, other third-party consents and any notices (including Third-Party Consents) and, subject to applicable Law, will provide each other with the reasonable opportunity to review any applications, notices or other filings proposed to be made with respect to the transactions contemplated hereby (and will give due consideration to any comments and suggestions made with respect thereto by the other party). In connection therewith, each party will notify the other promptly following the receipt of any comments from any Governmental Authority and of any request by any Governmental Authority for amendments, supplements or additional information in respect of any application, notice or other filing with such Governmental Authority and will supply the other party with copies of all material correspondence between such party or any of its Representatives, on the one hand, and any Governmental Authority in connection with obtaining any Required Governmental Approval, on the other hand; provided that such disclosure is permitted under applicable Law. No party shall agree to participate in any meeting with any Governmental Authority, or submit any request to engage in any discussions with a Governmental Authority with respect to holding or participating in any meeting with such Governmental Authority, in each case relating to the matters that are the subject of this Agreement, unless it consults with the other parties (other than the Holders) in advance and, to the extent permitted by such Governmental Authority, gives such other parties the opportunity to attend and participate at such meeting. (c) Without limiting the generality of the foregoing, the Transferor, the Transferred Companies, Parent and the Acquiror will as promptly as practicable, but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, file with the FTC and the DOJ the notification and report form required for the Transactions and any supplemental information required in connection therewith pursuant to the HSR Act. Each party will use its commercially reasonable efforts to ensure that it will be in substantial compliance with the requirements of the HSR Act. The Transferor, Parent and the Acquiror shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, the FTC or the DOJ, and shall each use its reasonable best efforts to comply promptly with any such inquiry or request. The Transferor, Parent and the Acquiror will each use its commercially reasonable efforts to cause the expiration or early termination of the waiting period required under the HSR Act as a condition to the purchase and sale of the ISI Interests under this Agreement and shall use commercially reasonable efforts to defend against any action of the FTC or the DOJ to enjoin such purchase and sale and to satisfy any conditions imposed or to avoid the imposition thereof, by the FTC or DOJ, as applicable. (d) Parent and the Acquiror shall as promptly as practicable, but in any event no later than thirteen (13) Business Days after the Signing Date, submit the notice required under section 178 FSMA (“Notice”). (e) Subject to the provisions set forth in Section 7.2(a), Section 7.2(b) and Section 7.2(c) with respect to Governmental Authority approvals, each of the parties agrees to use its commercially reasonable efforts promptly to take, or cause to be taken, in good faith, all actions and to do, or cause to be done, all things that are necessary, proper or advisable to consummate and make effective the Transactions as promptly as practicable the Transactions and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Propertypracticable, including obtaining using its commercially reasonable efforts to (i) take all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for reasonable acts necessary to cause the consummation of the Transactions. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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. 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 conditions precedent set forth in this Agreement. Without limiting the generality of the foregoingArticle VIII to be satisfied and (ii) obtain all necessary consents, Seller approvals or waivers from third parties (including all Third-Party Consents); provided, however, that no party shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents be required to update record title compensate any third party, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United States. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement obtain any such consent or other violation of or by the Conveyed Intellectual Propertyapproval.

Commercially Reasonable Efforts. (a) Upon Without in any way limiting any other respective obligation of the terms and subject to the conditions hereofCompany or any Commitment Party in this Agreement, each of the Parties agrees to Party shall use its 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 reasonably necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement and the Plan, including using commercially reasonable efforts in: (i) timely preparing and filing all documentation reasonably necessary to effect all necessary notices, reports and other filings of such Person and to obtain as promptly as practicable the Transactions and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining all consents, waiversregistrations, approvals, permits and authorizations and approvals necessary or advisable to be obtained from any third party or Governmental Authorities and Entity; (ii) defending any Legal Proceedings in any way challenging (A) this Agreement, the Plan or any other third parties required for Transaction Agreement, (B) the Approval Order, the Plan Solicitation Order, the Confirmation Order or the DIP Orders or (C) the consummation of the Transactionstransactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining Order entered by any Governmental Entity vacated or reversed; and (iii) working together in good faith to finalize the Reorganized Company Corporate Documents, Transaction Agreements and all other documents relating thereto for timely inclusion in the Plan and filing with the Bankruptcy Court. (b) From time Subject to time after applicable Laws relating to the Closing, at the request exchange of Buyer (or any transferee of Buyer) and at such requesting party’s expenseinformation, and without further considerationin accordance with the Restructuring Support Agreement, Seller agrees the Commitment Parties and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other on its own behalfall of the information relating to Commitment Parties or the Company, as well as on behalf the case may be, and any of its subsidiariestheir respective Subsidiaries, affiliates, successors, assigns and legal representatives, to execute and deliver to Buyer that appears in 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 conveyedfiling made with, or intended so to be, to Buyer (and any transferee of Buyer) 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. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further considerationwritten materials submitted to, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and third party and/or any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) Governmental Entity in connection with the registration of transactions contemplated by this Agreement or the Conveyed Intellectual Property Plan; provided, however, that the Commitment Parties are not required to provide for review in jurisdictions outside of the United States. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require advance declarations or other evidence submitted in connection with any filing with the defense or prosecution of any claim by or against any third party with respect to Bankruptcy Court. In exercising the ownershipforegoing rights, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual PropertyParties shall act as reasonably and as promptly as practicable.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions hereofprovided herein, each of the Parties agrees to Company, Buyer and Acquisition 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, proper or advisable to consummate and make effective as promptly as practicable effective, in the Transactions most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated hereby, including the satisfaction of the respective conditions set forth in Article VII, and to vest in Buyer make, or cause to be made, all filings necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including their commercially reasonable efforts to (and any transferee of Buyera) good and marketable title obtain, prior to the Conveyed Intellectual PropertyClosing Date, including obtaining all licenses, Permits, consents, waiversapprovals, authorizations authorizations, qualifications and approvals from orders of Governmental Authorities Entities and parties to contracts with the Company and its Subsidiaries as are necessary for consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Merger and (b) defend any lawsuits or other third parties required for legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactions. transactions contemplated hereby (b) From time including seeking to time after have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed), it being understood and agreed that the ClosingCompany shall promptly notify Buyer of any litigation (including any stockholder litigation), at other than where Buyer or Acquisition is the request adverse party, against the Company and/or its directors relating to any of the transactions contemplated by this Agreement and the Company shall give Buyer the opportunity to participate in the defense or settlement of any such litigation (or any transferee of Buyer) and at such requesting party’s expenseprovided, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) no settlement with respect to the Conveyed Intellectual Property, including without limitation any 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. Nothing herein litigation shall be deemed a waiver agreed to without Buyer's prior consent, which shall not be unreasonably withheld); provided, however, that no loan agreement or contract for borrowed money shall be repaid, in whole or in part, except as currently required by Buyer its terms, and no Contract shall be amended to increase the amount payable thereunder or otherwise to be more burdensome to the Company or any of its right Subsidiaries in order to receive at obtain any such consent, approval or authorization without first obtaining the Closing an effective assignment of such rights by Seller as otherwise set forth in this Agreement. Without limiting the generality of the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee written approval of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United States. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. (a) Upon Prior to the Closing, upon the terms and subject to the conditions hereofof this Agreement, each of the Parties parties agrees to 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, proper or advisable (subject to any applicable laws) to consummate the Merger and make effective the Merger as promptly as practicable including, (i) the Transactions preparation and filing of all forms, registrations and notices required to vest in Buyer (be filed to consummate the Merger and the taking of such actions as are necessary to obtain any transferee of Buyer) good and marketable title to the Conveyed Intellectual Propertyrequisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, including obtaining all consents, waivers, authorizations the HSR Compliance and approvals from Governmental Authorities and other third parties required for (ii) the consummation satisfaction of the Transactionsother parties' conditions to Closing. Notwithstanding any other provision of this Agreement, neither the Company nor any of its Subsidiaries shall be entitled to (nor shall the Parent or any of its Subsidiaries be required to) divest or hold separate or otherwise take or commit to take any action that limits the Parent's or the Surviving Corporation's freedom of action with respect to, or ability to retain, the Parent or any of its Subsidiaries or the Company or any of its Subsidiaries or any material portions thereof or any of the businesses, product lines, properties or assets of the Parent or any of its Subsidiaries or the Company or any of its Subsidiaries. Nothing in this Agreement shall require the Parent to commence Litigation to remove any Restraint issued under any antitrust law. (b) From time Prior to time after the Closing, at each party shall promptly consult with the request of Buyer other parties to this Agreement with respect to, provide any necessary information with respect to, and provide the other parties (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyertheir respective counsel) with respect copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party 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. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) Governmental Entity in connection with this Agreement, the registration Merger and the Closing of this Agreement or the performance of any duties or transactions required hereunder. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the Conveyed Intellectual Property Merger, the Closing of this Agreement or the performance of any duties or transactions required hereunder. If, in jurisdictions outside connection herewith, any party hereto or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of any Company permits are required as a result of the United Statesexecution of this Agreement, the Merger, the Closing or the performance of any duties or transactions required hereunder, the Company shall, and shall cause the Company Subsidiaries to, use commercially reasonable efforts to effect such transfers, amendments or modifications. (c) From time In connection with and without limiting the foregoing, the Parent, the Company and their respective boards of directors shall (i) take all action necessary to ensure that no takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger, the Closing of this Agreement or the performance of any duties or transactions required hereunder, and (ii) if any takeover statute or similar statute becomes so applicable, take all action necessary to ensure the Merger and the Closing are completed as soon as practicable. (d) Unless the statute of limitations will bar the bringing of such claim after the termination of this Agreement, no party shall, directly or indirectly, bring or initiate (including by counterclaim or inter-pleader) any litigation or other action before a Governmental Entity or arbitration against another party or involving or affecting their assets. (e) If at any time after the ClosingEffective Time, at any reasonable further action is necessary or desirable to carry out the request purposes of Buyer this Agreement, including the execution of additional instruments, the proper officers and at its expense, and without further consideration, Seller directors of each party to this Agreement shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Propertytake all such necessary reasonable action.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each of the Parties agrees to party 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, proper or advisable under this Agreement and applicable laws, rules and regulations to consummate the Merger and make effective the other transactions contemplated by this Agreement as promptly as practicable after the Transactions date hereof, including preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, filings and other documents and to vest in Buyer (obtain as promptly as practicable all Requisite Regulatory Approvals and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining all other consents, waivers, orders, approvals, permits, rulings, authorizations and approvals clearances necessary or advisable to be obtained from any third party or any Governmental Authorities and other third parties required for Entity in order to consummate the consummation Merger or any of the Transactions. other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party agrees (bi) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalfmake, as well promptly as on behalf of its subsidiaries, affiliates, successors, assigns and legal representativespracticable, to execute the extent it has not already done so, (A) an appropriate filing of a Notification and deliver Report Form pursuant 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, to Buyer (and any transferee of Buyer) HSR Act with respect to the Conveyed Intellectual Propertytransactions contemplated hereby (which filing shall be made in any event within 30 business days of the date hereof) and (B) required filings with the applicable Governmental Entities under any applicable laws (including all applicable foreign (including Bermuda), including without limitation such assignmentsfederal, agreements state and limited powers local statutes and regulations regulating the business and products of attorney insurance and all applicable orders and directives of insurance regulatory authorities (collectively, the “Insurance Laws”) and the Companies Act) which filings shall be made in any event within the time periods specified thereunder and (ii) in each case, to supply as promptly as practicable any additional information and documentary material that may be needed for recording requested pursuant to such applicable laws or effectuating by such authorities and to use commercially reasonable efforts to cause the transfer expiration or termination of the Conveyed Intellectual Property applicable waiting periods under the HSR Act and the receipt of all such consents, waivers, orders, approvals, permits, rulings, authorizations and clearances under such other applicable laws or from such authorities as soon as practicable. Each of Company and Parent will promptly cooperate with and furnish information to the other in the United States. Nothing herein shall be deemed a waiver by Buyer of its right to receive at the Closing an effective assignment of connection with any such rights by Seller as otherwise set forth in this Agreement. Without limiting the generality of the foregoingefforts by, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further considerationrequirement imposed upon, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and of them or any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) their subsidiaries in connection with the registration foregoing. Notwithstanding the foregoing or anything in this Agreement to the contrary, none of Parent (and its subsidiaries) or Company (and its subsidiaries) may, without the prior written consent of the Conveyed Intellectual Property in jurisdictions outside of the United States. other party, consent to, take or agree or commit to take, nor shall either such party be required to consent to, take or agree or commit to take, any action (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party including with respect to selling, holding separate or otherwise disposing of any business or assets or conducting its (or its subsidiaries’) business in any specified manner) if doing so would, individually or in the ownershipaggregate, validityreasonably be expected to result in a Material Adverse Effect on Parent after the Effective Time. In connection with and without limiting the foregoing, enforceabilityCompany and Parent shall (i) take all action necessary to ensure that no takeover statute or similar statute or regulation is or becomes applicable to the Merger, infringement this Agreement, or any of the other violation transactions contemplated by this Agreement and (ii) if any takeover statute or similar statute or regulation becomes applicable to the Merger, this Agreement, or any other transaction contemplated by this Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. Subject to receipt of the Conveyed Intellectual PropertyRequired Parent Vote, Parent shall take such actions as are necessary to amend its certificate of incorporation to provide for an increase in the number of authorized shares of Parent Common Stock sufficient to deliver the shares of Parent Common Stock required under 0. Subject to receipt of the Bye-Law Vote, Company shall take such actions as are necessary to amend its bye-laws to reflect the Bye-Law Amendments. Company and Parent shall use commercially reasonable efforts to coordinate the declaration, setting of record dates and payment dates of dividends on the Company Common Shares and the Parent Common Stock so that the holders of the Company Common Shares do not receive dividends on both the Company Common Shares and the Parent Common Stock received in the Merger in respect of any calendar quarter or fail to receive a dividend on either the Company Common Shares or the Parent Common Stock received in the Merger in respect of any calendar quarter.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to conditions of this Agreement, the conditions hereof, each of the Parties agrees to Company and Parent 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, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and make effective filing as promptly as practicable the Transactions with any Governmental Authority or other Third Party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and to vest in Buyer other documents and (ii) obtaining and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Propertymaintaining all approvals, including obtaining all consents, waiversregistrations, permits, authorizations and approvals other confirmations required to be obtained from any Governmental Authorities Authority or other Third Party that are 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 under this Section 8.01(a) shall not be deemed to include (A) entering into any settlement, undertaking, consent decree, stipulation or agreement with a Governmental Authority in connection with the transactions contemplated hereby or (B) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other third parties required for action (or otherwise agreeing to do any of the foregoing) with respect to any of its or the Surviving Corporation’s Subsidiaries or any of their respective Affiliates’ businesses, assets or properties. Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding (each a “Proceeding”) is instituted or threatened to be instituted, or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an “Order”) is entered or threatened to be entered, in each case challenging the consummation of the Transactions. (b) From time to time after the Closing, at the request of Buyer (Merger or any transferee other transaction contemplated by this Agreement as violative of Buyer) and at such requesting party’s expenseany antitrust or competition Law, and without further considerationthe parties shall use commercially reasonable efforts to contest, Seller agrees on its own behalfavoid, as well as on behalf of its subsidiariesvacate, affiliates, successors, assigns and legal representatives, 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 conveyedmodify, or intended so to be, to Buyer (and any transferee of Buyer) with respect to the Conveyed Intellectual Propertysuspend each such Proceeding or Order, 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. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United Statesthrough litigation. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of Parent and the Parties Company agrees to 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, proper or advisable to consummate and make effective as promptly as practicable effective, in the Transactions most expeditious manner practicable, the Merger, the Coniston Transaction (in the case of Parent) and to vest the other transactions contemplated by this Agreement and, in Buyer (and any transferee the case of Buyer) good and marketable title to Parent, the Conveyed Intellectual PropertyFramework Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause (A) the conditions precedent set forth in Article VI to be satisfied, and (B) in the case of Parent, the conditions precedent applicable to Parent set forth in the Framework Agreement to be satisfied; (ii) the obtaining of all consentsnecessary actions or nonactions, waivers, consents, approvals, orders and authorizations and approvals from Governmental Authorities Entities and from Persons other third parties required for than Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity; (iii) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (iv) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) From time Subject to time after the Closing, at the request of Buyer (or any transferee of Buyer) terms and at such requesting party’s expenseconditions herein provided, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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. 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 the foregoing, Seller the Company and Parent shall execute (i) as promptly as practicable after the date hereof make their respective filings and deliver thereafter make any other required submissions under the HSR Act, (ii) use commercially reasonable efforts to Buyer cooperate with the other in (A) determining whether any filings are required to be made with, or obtain for delivery consents, permits, authorizations, waivers or approvals are required to Buyer, at the request of Buyer and at its expense, and without further considerationbe obtained from, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) Third Party or other Governmental Entities in connection with the registration execution and delivery of this Agreement and the consummation of the Conveyed Intellectual Property transactions contemplated hereby and (B) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, (iii) use commercially reasonable efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things advisable to consummate and make effective the transactions contemplated hereby, and (iv) notify the other promptly upon the receipt of (A) any comments from any officials of any Governmental Entity in jurisdictions outside connection with any filings made pursuant hereto and (B) any request by any officials of any Governmental Entity for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any Law. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made with any Governmental Entity pursuant hereto, Parent or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the applicable Governmental Entity such amendment or supplement. The Company and Parent shall permit counsel for the other party a reasonable opportunity to review in advance, and consider in good faith the view of the United Statesother party in connection with, any proposed written communication to any Governmental Entity. Each of the Company and Parent agrees not to participate in any meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the transactions proposed hereunder unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. (c) From time Except as otherwise contemplated in this Agreement, each party shall use all commercially reasonable efforts to time after the Closingnot take any action, at the request or enter into any transaction, which would cause any of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require representations or warranties contained in connection with the defense this Agreement to be untrue or prosecution result in a breach of any claim covenant made by it in this Agreement. (d) To the extent necessary in order to accomplish the objectives described in clause (ii) of Section 5.7(a), Parent and the Company shall use their respective commercially reasonable efforts to jointly negotiate, commit to and effect, by consent decree, hold separate order or against otherwise, the sale, divestiture or disposition of, or prohibition or limitation on the ownership or operation by Parent, the Company or any third party with respect of their respective Subsidiaries of any portion of the business, properties or assets of Parent, the Company or any of their respective Subsidiaries; provided; however, that neither Parent nor the Company, nor any of their respective Subsidiaries, shall offer, take, commit to the ownershipor accept any action, validity, enforceability, infringement restrictions or other violation limitations of or by on Parent, the Conveyed Intellectual PropertyCompany or any of their respective Subsidiaries without the prior written consent of the other party if such action, restriction or limitation, individually or in the aggregate would, or would reasonably be expected to, result in a Substantial Detriment.

Commercially Reasonable Efforts. (a) Upon Subject to the express provisions of Section 5.3 and Section 5.4 hereof and upon the terms and subject to the conditions hereofset forth herein, each of the Parties parties agrees to use its all 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, proper or advisable to consummate and make effective as promptly as practicable effective, in the Transactions most expeditious manner practicable, the Merger and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Propertyother transactions contemplated by this Agreement, including the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in ARTICLE VI to be satisfied, (ii) the obtaining of all consentsnecessary actions or nonactions, waivers, consents, approvals, orders and authorizations and approvals from Governmental Authorities Entities and other the making of all necessary registrations, declarations, submissions and filings (including registrations, declarations, filings and submissions of responses to requests for additional information and documentary material with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required for parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions. transactions contemplated hereby and (bv) From time the execution or delivery of any additional instruments necessary to time after consummate the Closingtransactions contemplated by, and to fully carry out the purposes of, this Agreement; provided, however, that in no event shall this Section 5.4(c) require Parent to take any action that is reasonably expected to materially and adversely affect Parent or its affiliates following the consummation of the Merger. For purposes of subsection (iii) hereof, in connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all material developments and shall, at the request of Buyer Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals under subsection (or any transferee of Buyeriii) and at such requesting party’s expensehereof shall be in a form reasonably acceptable to Parent, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) with respect to the Conveyed Intellectual Propertyconsents, including without limitation such assignmentswaivers and approvals required pursuant to Section 6.3(c), agreements and limited powers of attorney as may be needed Parent shall have reasonable discretion to determine the form thereof. In the event the Merger does not close for recording or effectuating the transfer of the Conveyed Intellectual Property in the United States. Nothing herein any reason, Parent 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, not have any documents required to update record title liability to the owned Conveyed Intellectual Property Company, the Company Holders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to reflect Buyer obtain such consents, waivers and approvals under subsection (and any transferee of Buyeriii) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United Stateshereof. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. (a) Upon Subject to the express provisions of Sections 4.1, 4.2, 5.2 and 5.3 hereof and upon the terms and subject to the conditions hereofset forth herein, each of the Parties parties agrees to 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, proper or advisable in accordance with applicable Legal Requirements to consummate and make effective effective, in the most expeditious manner practicable, the Transaction and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the causing of the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, permits, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity and to prevent any Material Adverse Effect of such party from occurring prior to the Effective Time of Merger I, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, subject to the other terms and conditions hereof, each of the Company and Parent, and their respective Boards of Directors, shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Transaction, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Transaction and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the Transactions terms contemplated by this Agreement and otherwise to vest in Buyer (and any transferee of Buyer) good and marketable title to minimize the Conveyed Intellectual Property, including obtaining all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for the consummation of the Transactions. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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. Nothing herein shall be deemed a waiver by Buyer of its right to receive at the Closing an effective assignment effect of such rights by Seller as otherwise set forth in Legal Requirement on the Transaction, this Agreement. Without limiting Agreement and the generality of the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United Statestransactions contemplated hereby. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions hereof, of this Agreements each of the Parties agrees to party will use its all 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 applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including, without limitation, obtaining the LFC Required Consents and the IBC Required Consents in a timely manner. In furtherance and not in limitation of the foregoing, each party hereto agrees to make effective any appropriate filings pursuant to the BHC Act with respect to the transactions contemplated hereby as promptly as practicable after the Transactions date hereof and to vest in Buyer (supply as promptly as practicable any additional information and any transferee of Buyer) good and marketable title documentary material that may be requested pursuant to the Conveyed Intellectual Property, including obtaining BHC Act and to take all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for actions reasonably necessary to cause the consummation approval of the Transactionstransactions contemplated hereby under the BHC Act and the expiration or termination of the applicable waiting periods under the BHC Act as soon as practicable. Nothing in this Section 6.3(a) shall require any of IBC and its Subsidiaries to sell or otherwise dispose of, or permit the sale or other disposition of, any assets of IBC, LFC or their respective Subsidiaries, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason. (b) From time to time after the ClosingEach of IBC and LFC shall, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration efforts referenced in Section 6.3(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Merger Agreement (including, without limitation, the Merger and the Subsidiary Mergers) under the BHC Act or any other applicable law or regulation, use all commercially reasonable efforts to (i) make all appropriate filings and submissions with any Governmental Entity that may be necessary, proper or advisable under applicable laws or regulations in respect of any of the Conveyed Intellectual Property transactions contemplated by this Agreement, (ii) cooperate in jurisdictions outside all respects with each other in connection with any such filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (iii) promptly inform the other party of any communication received by such party from, or given by such party to the Federal Reserve Board or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the United Statestransactions contemplated hereby and (iv) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the Federal Reserve Board or any such other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the Federal Reserve Board or such other applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. (c) From time In furtherance and not in limitation of the covenants of the parties contained in Sections 6.3(a) and 6.3(b), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and be instituted) challenging any transferee of Buyer) transaction contemplated by this Agreement as Buyer may reasonably require in connection with the defense or prosecution violative of any claim applicable law or regulation, each of IBC and LFC shall cooperate in all respects with each other and use all commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or against any third other provision of this Agreement, nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1 so long as such party has up to then complied in all respects with its obligations under this Section 6.3. (d) If any objections are asserted with respect to the ownershiptransactions contemplated hereby under any applicable law or regulation or if any suit is instituted by any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any applicable law or regulation, validity, enforceability, infringement each of IBC and LFC shall use all commercially reasonable efforts to resolve any such objections or other violation challenge as such Governmental Entity or private party may have to such transactions under such law or regulation so as to permit consummation of or the transactions contemplated by the Conveyed Intellectual Propertythis Agreement.

Commercially Reasonable Efforts. Umpqua will (aand will cause the Umpqua Subsidiaries to) Upon the terms and subject to the conditions hereof, each of the Parties agrees to use its commercially reasonable efforts to takeobtain, and to assist NBB in obtaining, all necessary approvals, consents and orders, including but not limited to approvals of the FRB, FDIC, the Oregon Director and the California Commissioner, to the transactions contemplated by this Agreement and the Plans of Merger. Subject to the terms and conditions set forth in this Agreement, Umpqua shall cooperate with NBB and use (and shall cause each Umpqua Subsidiary to use) reasonable best efforts to take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, all things reasonably necessary, proper or advisable on its part under this Agreement and applicable laws to consummate and make effective the Mergers and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable the Transactions all documentation to effect all necessary notices, reports and other filings and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining obtain as promptly as practicable all consents, waiversregistrations, approvals, permits and authorizations and approvals necessary or advisable to be obtained from Governmental Authorities and other any third parties required for party and/or any governmental entity in order to consummate the consummation Mergers or any of the Transactions. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, to execute and deliver to Buyer any further documents or instruments and perform any further acts that may reasonably be deemed necessary or desirable other transactions contemplated by Buyer to vest, record, perfect, support and/or confirm the rights herein conveyed, or intended so to be, to Buyer (and any transferee of Buyer) 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. 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 Subject to applicable laws relating to the generality exchange of information, Umpqua shall provide NBB an opportunity to review in advance, and to the extent practicable will consult with NBB and consider in good faith the views of NBB in connection with, all of the foregoinginformation relating to XXX xxx XXX Subsidiaries that appears in any filing made with, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further considerationwritten materials submitted to, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and third party and/or any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) governmental entity in connection with the registration Mergers and the other transactions contemplated by this Agreement. In exercising the foregoing rights, NBB shall act reasonably and as promptly as practicable. Umpqua shall, upon request by NBB, furnish NBB with all information concerning itself, the Umpqua Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of NBB, Umpqua or any of the Conveyed Intellectual Property in jurisdictions outside of the United States. (c) From time Umpqua Subsidiaries or NBB Subsidiaries to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require third party and/or any governmental entity in connection with the defense Mergers and the transactions contemplated by this Agreement. Subject to applicable law, Umpqua shall keep NBB apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing NBB with copies of notices or prosecution of other communications received by Umpqua or any claim by or against Umpqua Subsidiary, from any third party and/or any governmental entity with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Propertysuch transactions.

Commercially Reasonable Efforts. (a) Upon Without in any way limiting any other respective obligation of the terms and subject to the conditions hereofCompany or any Commitment Party in this Agreement, each of Party shall use (and the Parties agrees Company shall cause the other Debtors to use its use) 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 reasonably necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement and the Plan, including using commercially reasonable efforts in: (i) timely preparing and filing all documentation reasonably necessary to effect all necessary notices, reports and other filings of such Person and to obtain as promptly as practicable the Transactions and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining all consents, waiversregistrations, approvals, permits and authorizations and approvals necessary or advisable to be obtained from any third party or Governmental Authorities and Entity; (ii) cooperating with the defense of any Legal Proceedings in any way challenging (A) this Agreement, the Plan, the Registration Rights Agreement or any other third parties required for Transaction Agreement, (B) the BCA Approval Order, the Plan Solicitation Order, the Confirmation Order or the DIP Orders or (C) the consummation of the Transactionstransactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining Order entered by any Governmental Entity vacated or reversed; and (iii) working together in good faith to finalize the Company Organizational Documents, Transaction Agreements, the Registration Rights Agreement and all other documents relating thereto for timely inclusion in the Plan and filing with the Bankruptcy Court. (b) From time Subject to time after applicable Laws or applicable rules relating to the Closing, at the request exchange of Buyer (or any transferee of Buyer) and at such requesting party’s expenseinformation, and without further considerationin accordance with the Restructuring Support Agreement, Seller agrees the Commitment Parties and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other on its own behalfall of the information relating to Commitment Parties or the Company, as well as on behalf the case may be, and any of its subsidiariestheir respective Subsidiaries, affiliates, successors, assigns and legal representatives, to execute and deliver to Buyer that appears in 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 conveyedfiling made with, or intended so to be, to Buyer (and any transferee of Buyer) 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. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further considerationwritten materials submitted to, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) third party and/or Governmental Entity in connection with the registration of transactions contemplated by this Agreement or the Conveyed Intellectual Property Plan; provided, however, that the Commitment Parties are not required to provide for review in jurisdictions outside of advance declarations or other evidence submitted in connection with any filing with the United StatesBankruptcy Court. In exercising the foregoing rights, the Parties shall act as reasonably and as promptly as practicable. (c) From time Nothing contained in this Section 6.6 shall limit the ability of any Commitment Party to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection consult with the defense Debtors, to appear and be heard, or prosecution of to file objections, concerning any claim by or against any third party with respect matter arising in the Chapter 11 Cases to the ownership, validity, enforceability, infringement or other violation of or by extent not inconsistent with the Conveyed Intellectual PropertyRestructuring Support Agreement.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement (including Section 5.3 and Section 5.4(d)), each of Oak Valley and the Parties agrees Oak Valley Subsidiaries, on the one hand, and Earthstone, on the other hand, shall cooperate with the other and use (and shall cause their respective Subsidiaries to use use) its commercially reasonable efforts to (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, all things things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including preparing and filing promptly and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate and make effective as promptly as practicable the Transactions and to vest in Buyer transactions contemplated hereby, (and iii) defend any transferee of Buyer) good and marketable title to the Conveyed Intellectual Propertylawsuits or other legal proceedings, including obtaining all consentswhether judicial or administrative, waivers, authorizations and approvals from Governmental Authorities and other third parties required for challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby and (iv) obtain all necessary consents, approvals or waivers from third parties. For purposes of this Agreement, “Antitrust Laws” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Applicable Laws issued by a Governmental Authority 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. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) In furtherance and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) with respect to the Conveyed Intellectual Property, including without not in 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. 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 the foregoing, Seller Oak Valley and Earthstone shall execute and deliver each use its commercially reasonable efforts to Buyer (i) take all action necessary to ensure that no state takeover statute or obtain for delivery similar Applicable Law is or becomes applicable to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside transactions contemplated hereby and (ii) if any state takeover statute or similar Applicable Law becomes applicable to any of the United Statestransactions contemplated hereby, take all action necessary to ensure that such transaction may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise minimize the effect of such Applicable Law on the transaction. (c) From time to time after Each of the Closing, at the request of Buyer and at its expense, and without further consideration, Seller Parties hereto shall assist Buyer use (and shall cause their respective Subsidiaries to use) its reasonable best efforts to (i) cooperate in all respects with each other in connection with any transferee of Buyer) as Buyer may reasonably require filing or submission with a Governmental Authority in connection with the defense transactions contemplated hereby and in connection with any investigation or prosecution other inquiry by or before a Governmental Authority relating to the transactions contemplated hereby, including any proceeding initiated by a private Person, (ii) promptly inform the other Party of (and supply to the other Party) any communication received by such Party from, or given by such Party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other Governmental Authority and any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated hereby, (iii) permit the other Party to review in advance and incorporate the other Party’s reasonable comments in any communication to be given by it to any Governmental Authority with respect to obtaining any clearances required under any Antitrust Law in connection with the transactions contemplated hereby and (iv) consult with the other Party in advance of any claim meeting or teleconference with any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and, to the extent not prohibited by the Governmental Authority or against other Person, give the other Party the opportunity to attend and participate in such meetings and teleconferences. Earthstone shall have the principal responsibility for devising and implementing the strategy for obtaining any third party clearances required under any Antitrust Law in connection with the transactions contemplated hereby and shall take the lead in all meetings and communications with any Governmental Authority in connection with obtaining such clearances; provided, however, that Earthstone shall consult in advance with Oak Valley and in good faith take Oak Valley’s views into account regarding the overall strategy. The Parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 5.4 in a manner so as to preserve the applicable privilege. (d) Earthstone and Oak Valley (including by causing their respective Subsidiaries) agree to use their reasonable best efforts to (x) resolve any objections that a Governmental Authority or other Person may assert under any Antitrust Law with respect to the ownershiptransactions contemplated hereby, validityand (y) avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby, enforceabilityin each case, infringement so as to enable the Closing to occur as promptly as practicable and in any event no later than the Outside Date, and including taking or agreeing to take the types of actions, but subject to the limitations, described in the following sentence. Notwithstanding the foregoing or any other violation provision of this Agreement, each of Earthstone and Oak Valley shall not, without the other Party’s prior written consent, commit to any divestiture transaction or by agree to any restriction on its business, and nothing in this Section 5.4 shall (i) limit any applicable rights a Party may have to terminate this Agreement pursuant to Section 7.1 in a case where Section 7.1 permits such termination or (ii) require either of Earthstone or Oak Valley to offer, accept or agree to (A) dispose or hold separate any part of such Party’s or its respective Subsidiaries’ businesses, operations or assets (or a combination thereof), (B) not compete in any geographic area or line of business, and/or (C) restrict the Conveyed Intellectual Propertymanner in which, or whether, either Party or any of their Affiliates may carry on business in any part of the world.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereof, each of the Parties agrees to Umpqua will use its commercially reasonable efforts to takeobtain all necessary approvals, consents and orders, including but not limited to approvals of the FRB, FDIC, the Oregon Director and the California Commissioner, to the transactions contemplated by this Agreement and the Plans of Merger. Subject to the terms and conditions set forth in this Agreement, Umpqua shall cooperate with WSB and use (and shall cause each Umpqua Subsidiary to use) reasonable best efforts to take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, all things reasonably necessary, proper or advisable on its part under this Agreement and applicable laws to consummate and make effective the Mergers and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable the Transactions all documentation to effect all necessary notices, reports and other filings and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining obtain as promptly as practicable all consents, waiversregistrations, approvals, permits and authorizations and approvals necessary or advisable to be obtained from Governmental Authorities and other any third parties required for party and/or any governmental entity in order to consummate the consummation Mergers or any of the Transactions. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, to execute and deliver to Buyer any further documents or instruments and perform any further acts that may reasonably be deemed necessary or desirable other transactions contemplated by Buyer to vest, record, perfect, support and/or confirm the rights herein conveyed, or intended so to be, to Buyer (and any transferee of Buyer) 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. 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 Subject to applicable laws relating to the generality exchange of information, Umpqua shall provide WSB an opportunity to review in advance, and to the extent practicable will consult with WSB and consider in good faith the views of WSB in connection with, all of the foregoinginformation relating to WSB and WSB Subsidiaries that appears in any filing made with, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further considerationwritten materials submitted to, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and third party and/or any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) governmental entity in connection with the registration Mergers and the other transactions contemplated by this Agreement. In exercising the foregoing rights, Umpqua shall act reasonably and as promptly as practicable. Umpqua shall, upon request by WSB, furnish WSB with all information concerning itself, the Umpqua Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of WSB, Umpqua or any of the Conveyed Intellectual Property in jurisdictions outside of the United States. (c) From time Umpqua Subsidiaries or WSB Subsidiaries to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require third party and/or any governmental entity in connection with the defense Mergers and the transactions contemplated by this Agreement. Subject to applicable law, Umpqua shall keep the WSB apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing WSB with copies of notices or prosecution of other communications received by Umpqua or any claim by or against Umpqua Subsidiary, from any third party and/or any governmental entity with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Propertysuch transactions.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the Parties parties agrees to use use, except as otherwise provided below, 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, proper or advisable to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from, and the giving of any necessary notices to, Governmental Authorities and the making of all necessary registrations, declarations and filings (including filings with Governmental Authorities, if any), and the taking of all acts as may be necessary to obtain any such action, nonaction, waiver, consent, approval, order or authorization, (iii) the obtaining of a lessor's estoppel certificate substantially in the form of Exhibit B hereto in accordance with the leases set forth on Section 6.03(a)(iii) of the Company Disclosure Letter; provided, however, that Parent and its Subsidiary shall not be required to, and the Company and its Subsidiaries shall not, make any material payment or provide any material value, enter into any Contract (or amend any existing Contract) that is materially disadvantageous to the Company and its Subsidiary or the Parent and its Subsidiaries or otherwise take any other action that is materially adverse to the Company and its Subsidiaries or the Parent and its Subsidiaries in order to obtain any consent, approval, amendment, waiver or estoppel certificate, unless, in the case of the Company and its Subsidiaries, Parent has provided written consent for such payment, value, Contract, amendment or other action, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the first sentence of this Section 6.03(a), each of the Company and its Board of Directors shall (x) take all action necessary (and not otherwise prohibited by this Agreement) to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Principal Stockholders' Agreement, the Merger or any of the other transactions contemplated hereby or thereby and (y) if any state takeover statute or similar statute becomes applicable to this Agreement, the Principal Stockholders' Agreement, the Merger or any of the other transactions contemplated hereby or thereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement or by Principal Stockholders' Agreement may be consummated as promptly as practicable on the Transactions terms contemplated hereby or thereby and otherwise to vest in Buyer (minimize the effect of such statute or regulation on this Agreement, the Principal Stockholders' Agreement, the Merger and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for the consummation of the Transactionstransactions contemplated hereby or thereby. (b) From time In addition to time and without limitation of the foregoing, each of Parent, Merger Sub and the Company undertakes and agrees to file as promptly as practicable after the Closingdate hereof, at a Notification and Report Form under the request HSR Act with the United States Federal Trade Commission and the Antitrust Division of Buyer the United States Department of Justice (and shall file as promptly as practicable any form or report required by any transferee other Governmental Authority relating to antitrust, competition, trade or other regulatory matters). Each of BuyerParent and the Company shall (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation and at such requesting party’s expense(ii) not extend any waiting period under the HSR Act or enter into any Contract with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the written consent of the other parties hereto. Parent and without further considerationthe Company shall take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, to execute and deliver to Buyer any further documents competition or instruments and perform any further acts trade law that may reasonably be deemed necessary or desirable asserted by Buyer to vest, record, perfect, support and/or confirm the rights herein conveyed, or intended so to be, to Buyer (and any transferee of Buyer) Governmental Authority with respect to the Conveyed Intellectual PropertyMerger so as to enable the Effective Time to occur as promptly as reasonably practicable and to avoid any suit or proceeding that would otherwise have the effect of preventing or delaying the Effective Time; provided, including however, that Parent shall not be required to, and the Company and its Subsidiaries shall not, without limitation such assignmentsthe written consent of Parent, agreements and limited powers of attorney as may be needed for recording agree or effectuating the transfer proffer to divest or hold separate, enter into any licensing or similar arrangement with respect to, or take any other action with respect to (A) any of the Conveyed Intellectual Property properties, other assets (whether tangible or intangible) or any portion of any business of Parent or any of its Subsidiaries or (B) any of the properties, other assets (whether tangible or intangible) or any portion of any business of the Company or any of its Subsidiaries, other than, in the United Statescase of this clause (B), any such action that is not reasonably likely to have a Material Adverse Effect. Nothing herein Each party hereto shall be deemed a waiver by Buyer (x) promptly notify the other party of any written communication to that party or its right Affiliates from any Governmental Authority and, subject to receive at applicable Law, permit the Closing an effective assignment of such rights by Seller as otherwise set forth other party to review in this Agreement. Without limiting the generality advance any proposed written communication to any of the foregoing, Seller shall execute (y) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority with respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expenseparticipate thereat, and without further consideration(z) furnish the other party with copies of all correspondence, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer filings and communications (and any transferee of Buyermemoranda setting forth the substance thereof) as between them and their Affiliates and their respective Representatives, on the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expenseone hand, and without further considerationany Governmental Authority or members of their respective staffs, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with on the registration of the Conveyed Intellectual Property in jurisdictions outside of the United States. (c) From time to time after the Closingother hand, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to this Agreement and the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual PropertyMerger.

Commercially Reasonable Efforts. (a) Upon Subject to the terms of Section 5.4(c), the Company and subject to the conditions hereof, each of the Parties agrees to Buyer shall use its their respective commercially reasonable efforts to to: (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to satisfy the conditions to the obligations of the parties to effect the Offer, and otherwise to consummate and make effective the transactions contemplated hereby as promptly as practicable following the Transactions and to vest in Buyer date hereof; (and ii) as promptly as practicable after the date hereof, obtain from any transferee of Buyer) good and marketable title to the Conveyed Intellectual PropertyGovernmental Entity any consents, including obtaining all consentslicenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the Company or the Buyer or any of their Subsidiaries in connection with the authorization, execution and approvals from Governmental Authorities delivery of this Agreement and other third parties required for the consummation of the Transactionstransactions contemplated hereby; (iii) as promptly as practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the transactions contemplated hereby under (A) the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, (C) the Korean Monopoly Regulation and Fair Trade Act and any related governmental request thereunder, (D) the Korean Foreign Investment Promotion Act and (E) any other applicable Law; and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) From time The Company and the Buyer shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to time after the Closingnon-filing party and its advisors prior to filing and, at if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. The Company and the request Buyer shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, the Buyer and the Company agree that nothing contained in this Section 5.4(b) shall modify or affect their respective rights and responsibilities under Section 5.4(c). (c) Subject to the terms hereof, the Buyer and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable efforts to obtain any government clearances or approvals required to consummate the Offer under the Korean Monopoly Regulation and Fair Trade Act, HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively "Antitrust Laws"), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (an "Antitrust Order") that restricts, prevents or prohibits the consummation of the Offer or any transferee of Buyer) other transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will consult and at such requesting party’s expensecooperate with one another, and without further considerationconsider in good faith the views of one another, Seller agrees on its own behalfin connection with, as well as and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, any party hereto in connection with proceedings under or relating 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, to Buyer (and any transferee of Buyer) with respect Antitrust Law. Notwithstanding anything 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. 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 contrary set forth in this Agreement. Without limiting , nothing in this Agreement shall be deemed to require Buyer or the generality Company or any Subsidiary thereof to agree to (i) any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock, or (ii) any limitations, restrictions or conditions on the Buyer's or any of its Subsidiary's ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the foregoing, Seller Offering Subsidiary or the Company. (d) Each of the Company and the Buyer shall execute and deliver give (or shall cause their respective Subsidiaries to Buyer or obtain for delivery give) any notices to Buyer, at the request of Buyer and at its expensethird parties, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expenseuse, and without further considerationcause their respective Subsidiaries to use, Seller shall reasonably cooperate with Buyer (and their commercially reasonable efforts to obtain any transferee of Buyer) third party consents required in connection with the registration transactions contemplated hereby that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed (whether or not actually disclosed) in the Company Disclosure Schedule or the Buyer Disclosure Schedule, as the case may be, or (iii) required to ensure that all Contracts to which the Company or any of the Conveyed Intellectual Property its Subsidiaries is a party or otherwise bound will remain in jurisdictions outside of the United States. (c) From time to time effect after the Closing, at Initial Offer Closing in accordance with their respective term in effect on the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Propertydate hereof.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the Parties parties hereto agrees to 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, proper or advisable to consummate and make effective effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated hereby, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to the Offer and to the Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations, declarations and filings (including filings under the HSR Act and other registrations, declarations and filings with, or notices to, Governmental Entities, including pursuant to Foreign Merger Control Laws) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid a claim, action, suit, proceeding or investigation by, any Governmental Entity, (iii) the obtaining of consents, approvals and waivers from third parties reasonably requested by Parent to be obtained in connection with the transactions contemplated by this Agreement, provided, however, that in no event shall the Company or any of its Subsidiaries be required to make any payment to such third parties or concede anything of value in any case prior to the Effective Time in order to obtain any such consent, approval or waiver, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall (A) take all action necessary to ensure that no “fair price,” “business combination” or “control share acquisition” state takeover statute or other similar statute or regulation is or becomes applicable to this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement and, (B) if any such statute becomes applicable to this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement, take all action necessary to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the Transactions terms contemplated by this Agreement and otherwise minimize the effect of such statute or regulation on this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement. No party shall voluntarily extend any waiting period under the HSR Act or any Foreign Merger Control Law or enter into any agreement with any Governmental Entity to vest in Buyer (delay or not to consummate the Offer, the Merger and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for transactions contemplated hereby except with the consummation prior written consent of the Transactionsother parties (such consents not to be unreasonably withheld, conditioned or delayed and which reasonableness shall be determined in light of each party’s obligation to use commercially reasonable efforts to do all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated hereby). (b) From time to time after In connection with and without limiting the Closingforegoing, at the request of Buyer if any claim, action, suit, proceeding or investigation is instituted (or threatened to be instituted) by any transferee Governmental Entity challenging any of Buyer) the transactions contemplated hereby as violative of the HSR Act or any Foreign Merger Control Law, Parent and at the Company shall cooperate and use commercially reasonable efforts to contest and resist any such requesting party’s expenseclaim, action, suit, proceeding or investigation, and without further considerationto have vacated, Seller agrees on its own behalflifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the transactions contemplated hereby, including by pursuing all reasonable available avenues of administrative and judicial appeal that can be utilized in a timely manner taking into account and before the occurrence of the Outside Date, all of which actions and efforts to the maximum extent permitted by Law shall be at and under the sole control and direction of Parent. In addition, the parties shall use commercially reasonable efforts to take all actions necessary to avoid or eliminate each and every impediment under the HSR Act or any Foreign Merger Control Law so as well as on behalf to enable the consummation of its subsidiariesthe transactions contemplated hereby, affiliates, successors, assigns including the Offer and legal representativesthe Merger, to execute occur as soon as reasonably possible (and deliver in any event no later than the Outside Date), including (i) proposing, negotiating, committing to Buyer any further documents and effecting, by consent decree, hold separate order or instruments otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of the Company, Parent and perform any further acts that may reasonably be deemed necessary their respective Subsidiaries, (ii) terminating existing relationships, contractual rights or desirable by Buyer to vest, record, perfect, support and/or confirm obligations of the rights herein conveyedCompany or Parent or their respective Subsidiaries, or intended so (iii) terminating any venture or other arrangement (any such action a “Divestiture and Limitation”), in each case as may be required in order to beavoid the entry of, or to Buyer (effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Offer and any transferee of Buyer) the Merger, and in that regard Parent and, only if and as requested by Parent, the Company shall agree to effect a Divestiture and Limitation with respect to their respective businesses, product lines, assets; provided, however, that any such Divestiture and Limitation shall be conditioned upon the Conveyed Intellectual Propertyconsummation of the Offer; and provided, including without limitation further, that Parent shall have the sole and exclusive right to determine the manner in which to propose, negotiate, offer to commit to take and effect, by consent decree, hold separate order or otherwise, any required Divestiture and Limitation of such assignmentsbusinesses, agreements product lines or assets or actions of Parent, the Company, or their respective Subsidiaries or otherwise offer to take or offer to commit to take (and limited powers of attorney if such offer is accepted, commit to and effect) any action as may be needed for recording required to resolve such objections, suits or effectuating injunctions. Notwithstanding anything in this Agreement to the transfer contrary and subject to Section 6.03 of the Conveyed Intellectual Property Company Disclosure Schedule, in no event shall any of Parent, the United States. Nothing herein shall Company or their respective Subsidiaries 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title make or agree to the owned Conveyed Intellectual Property to reflect Buyer (effect any Divestiture and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United States. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution Limitation of any claim by product line, product or against any third party with respect asset, or product line, product or asset under development, that is or could reasonably be expected to be material to (x) Parent and its Subsidiaries or (y) the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual PropertyCompany and its Subsidiaries (a “Materially Burdensome Condition”).

Commercially Reasonable Efforts. Except as set forth in Section 5.03 of the Seller Letter: (ai) Upon the terms and subject to the conditions hereofset forth in this Agreement, each party shall use its commercially reasonable efforts to cause the Closing to occur and to consummate the Acquisition, the Equity Financing and the other transactions contemplated by this Agreement, including taking all reasonable actions necessary to comply promptly with all legal requirements that may be imposed on it or any of its affiliates with respect to the Closing and, with respect to the Seller, using commercially reasonable efforts to deliver all agreements, reports, estoppel certificates, environmental reports and appraisals with respect to the Transferred Real Property reasonably required by the Purchaser. In furtherance of the Parties agrees to foregoing, each party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to appropriate action, do, or cause to be done, all things necessary, proper or advisable under applicable Laws, and to execute and deliver such instruments and documents as may be required to carry out the provisions of this Agreement and to consummate the Acquisition, the Equity Financing and the other transactions contemplated hereby. (ii) Each party shall, and shall cause each of its affiliates it controls to, use its commercially reasonable efforts to take all actions and to do, cause to be done, and assist and cooperate with the other party in doing, all things necessary or desirable to (A) make effective any filing or declaration with, give any notices to, or obtain any Consent of, any Governmental Entity which filing, declaration, notice or Consent is necessary or desirable in connection with the Acquisition and the other transactions contemplated hereby, including filings, notifications and Consents under applicable Environmental Laws (including to change the Environmental Protection Agency establishment number for the Seller’s Corporate Exchange facility in St. Louis, MO to a number issued to UPG); provided, however, that prior to any such filing, declaration, notice or Consent, the parties shall consult with each other with respect to such filing, declaration, notice or Consent and shall afford each other party and its Representatives reasonable opportunity to review and comment thereon; and (B) obtain all consents from third persons necessary or appropriate to permit the consummation of the Acquisition and the other transactions contemplated hereby; provided, however, that except as otherwise agreed by the parties, neither party shall be required to pay or commit to pay any amount to (or incur any obligation in favor of or waive any material right against) any person from whom such consent may be required. In furtherance (and not in limitation of) the foregoing: (1) The Purchaser (or if applicable its ultimate parent) and the Seller shall, as promptly as practicable reasonably practicable, file with all applicable U.S. and foreign Governmental Entities any notices and applications necessary to obtain merger control or competition Law approval for the Transactions Acquisition; provided that each of the Seller and the Purchaser and its affiliates shall have the right to review and provide comments on any such notices and applications prior to their filing. Without limiting the foregoing, the Purchaser (or if applicable its ultimate parent) and the Seller shall, as promptly as reasonably practicable, and in no event more than ten (10) business days after the date of this Agreement, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form, if any, required under the HSR Act for the transactions contemplated by this Agreement. Subject to reasonable confidentiality restrictions, the Purchaser (or if applicable its ultimate parent) and the Seller shall each furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act or any Foreign Merger Control Law. The Purchaser (or if applicable its ultimate parent) and the Seller shall comply promptly with any inquiry or request for additional information from any Governmental Entity and shall promptly provide any supplemental information requested in connection with the filings made hereunder pursuant to the HSR Act or any Foreign Merger Control Law. Each party shall use its commercially reasonable efforts to obtain any clearance or approval, and to vest in Buyer (cause the expiration or termination of any waiting period, required under the HSR Act and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required Foreign Merger Control Law for the consummation of the Transactionstransactions contemplated by this Agreement. For purposes of this Section 5.03, “commercially reasonable efforts” shall include opposing any action for a temporary, preliminary or permanent injunction against the Acquisition but shall not include entering into a consent decree containing the Purchaser’s or its affiliates’ or ultimate parent’s agreement to hold separate and divest any products or assets, including the products and assets of the Business, or the Purchaser’s and its subsidiaries’ existing business. (b2) From time to time after the Closing, at the request of Buyer Each party shall (or any transferee of BuyerA) and at such requesting party’s expensepromptly inform, and without further considerationprovide copies to, Seller agrees on its own behalf, as well as on behalf the other party of its subsidiaries, affiliates, successors, assigns and legal representatives, 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 conveyedcommunication received from, or intended so to begiven by it to, to Buyer (and any transferee of Buyer) Governmental Entity with respect to obtaining clearance or approval, or the Conveyed Intellectual Propertyexpiration or termination of any waiting, including without limitation such assignmentsnotice or review periods, agreements for the Acquisition under the HSR Act and limited powers of attorney as may be needed for recording or effectuating any Foreign Merger Control Law, (B) to the transfer of extent practicable and subject to reasonable confidentiality restrictions, provide the Conveyed Intellectual Property in the United States. Nothing herein shall be deemed a waiver by Buyer of other party and 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expensecounsel with advance notice of, and without further considerationthe opportunity to participate in, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and discussion, telephone call or meeting with any transferee Governmental Entity in respect of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expenseany filing, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) investigation or other inquiry in connection with the registration of Acquisition and to participate in the Conveyed Intellectual Property preparation for such discussion, telephone call or meeting and (C) to the extent permitted by applicable Law and subject to reasonable confidentiality restrictions, consult with each other prior to filing or submitting documents or entering into discussions with any Governmental Entity and give each other advance notice to engage in jurisdictions outside of the United States. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party meaningful consultation with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Propertythereto.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and conditions of this Agreement and subject to the conditions hereof, each fiduciary duties under applicable law of the Parties agrees to directors of the Company (as determined by such directors in good faith), Company and Parent will use its all 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 applicable laws and regulations to consummate the Transactions, including but not limited to making all filings with the SEC necessary to consummate such transactions. In furtherance and not in limitation of the foregoing, each of Parent and Company agrees to make effective an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable and in any event within ten business days of the Transactions date hereof and to vest in Buyer (supply as promptly as practicable any additional information and any transferee of Buyer) good and marketable title documentary material that may be requested pursuant to the Conveyed Intellectual PropertyHSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Anything to the contrary in the foregoing notwithstanding, the parties hereby agree that no party hereto will be required to take or commit itself to take any action, including, without limitation, the proposing, negotiating, committing to or effecting, by consent decree, "hold separate" order or otherwise, the sale, divestiture or disposition of assets or businesses of Parent (or any of its Subsidiaries, including obtaining all consentsthe Surviving Corporation), waiversif such action would limit Parent or its Subsidiaries' freedom of action with respect to, authorizations and approvals from Governmental Authorities and other third parties required for or its ability to retain, one or more of its Subsidiaries' businesses, product lines or assets after the consummation of the TransactionsEffective Date. (b) From time In connection with the efforts referenced in Section 9.01(a) to time after obtain all requisite approvals and authorizations for the Closing, at Transactions under the request of Buyer (HSR Act or any transferee other Antitrust Law, each of BuyerParent and Company shall use all commercially reasonable efforts to (i) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) cooperate in all respects 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. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) other in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United States. (c) From time to time after the Closing, at the request of Buyer any filing or submission and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) keep the defense or prosecution other party informed in all material respects of any claim material communication received by such party from, or against given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any third other governmental authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions and (iii) permit the other party to review any material communication given by it to, and consult with respect to each other in advance of any meeting or conference with, the ownershipFTC, validitythe DOJ or any such other governmental authority or, enforceabilityin connection with any proceeding by a private party, infringement or with any other violation of or by the Conveyed Intellectual PropertyPerson.

Commercially Reasonable Efforts. (a) Upon Without in any way limiting any other respective obligation of the terms and subject to the conditions hereofCompany or any Commitment Party in this Agreement, each of Party shall use (and the Parties agrees Company shall cause New Seadrill, NSNCo, their Subsidiaries and the other Debtors to use its use) 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 reasonably necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement, including, as applicable, using commercially reasonable efforts in: (i) timely preparing and filing all documentation reasonably necessary to effect all necessary notices, reports and other filings of such Person and to obtain as promptly as practicable the Transactions and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining all consents, waiversregistrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party or Governmental Entity; (ii) defending any Legal Proceedings in any way challenging (A) this Agreement, the Restructuring Support and approvals from Governmental Authorities and Lock-Up Agreement, the Registration Rights Agreement or any other third parties required for Transaction Agreement, or (B) the consummation of the Transactionstransactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining Order entered by any Governmental Entity vacated or reversed; and (iii) working together in good faith to finalize the New Seadrill Organizational Documents, Definitive Documents not already finalized as of the Investment Agreement Effective Date and all other documents relating thereto in a form consistent with the Term Sheets and for timely inclusion in the Plan Supplement and filing with the Bankruptcy Court, as applicable. Notwithstanding the foregoing, nothing in this Section 5.9(a) shall require any Commitment Party to incur any expenses or liabilities, or agree to any commitments, undertakings, concessions, indemnities or other arrangements that could result in any material expenses or liabilities to any Commitment Party; provided, however, that nothing herein shall serve to limit, alter or modify any Commitment Party’s express obligations under the terms of this Agreement. (b) From time Subject to time after Laws or applicable rules relating to the Closing, at the request exchange of Buyer (or any transferee of Buyer) and at such requesting party’s expenseinformation, and without further considerationin accordance with the Restructuring Support and Lock-Up Agreement, Seller agrees on its own behalfthe Commitment Parties and the Company shall have the right to the extent reasonably practicable to review in advance, and to the extent reasonably practicable each will consult with the other on, all of the material information relating to Commitment Parties or the Company, as well as on behalf the case may be, and any of its subsidiariestheir respective Subsidiaries, affiliates, successors, assigns and legal representatives, to execute and deliver to Buyer that appears in 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 conveyedfiling made with, or intended so to be, to Buyer (and any transferee of Buyer) 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. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further considerationwritten materials submitted to, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) Governmental Entity in connection with the registration of transactions contemplated by this Agreement or the Conveyed Intellectual Property Plan; provided, however, that the Parties are not required to provide for review in jurisdictions outside of advance declarations or other evidence submitted in connection with any filing with the United StatesBankruptcy Court. In exercising the foregoing rights, the Parties shall act as reasonably and as promptly as practicable. (c) From time Without limitation to time after Section 5.1 or Section 5.7, the Closing, at Company shall (i) provide counsel for the request Commitment Parties a reasonable opportunity to review draft copies of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection all First Day Pleadings prior to filing with the defense Bankruptcy Court and, (ii) to the extent reasonably practicable, provide a reasonable opportunity to counsel for the Commitment Parties to review draft copies of other documents that the Debtors intend to file with the Bankruptcy Court that materially affect the Commitment Parties or prosecution that are contemplated by the Restructuring Support and Lock-Up Agreement, or relate to this Agreement or the Plan. (d) Nothing contained in this Section 5.9 shall limit the ability of any claim by Commitment Party to consult with the Company, to appear and be heard, or against to file objections, concerning any third party with respect matter arising in the Chapter 11 Cases to the ownership, validity, enforceability, infringement or other violation of or by extent not inconsistent with the Conveyed Intellectual PropertyRestructuring Support and Lock-Up Agreement.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions hereofherein provided, each of the Parties agrees to GigOptix, Merger Sub and Endwave 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, proper or advisable appropriate under this Agreement, Applicable Laws to consummate and make effective as promptly as practicable the Transactions transactions contemplated by this Agreement, including, without limitation, (i) using commercially reasonable efforts to obtain all necessary governmental and private party consents, approvals or waivers, and (iii) using commercially reasonable efforts to vest in Buyer (and lift any transferee of Buyer) good and marketable title legal bar to the Conveyed Intellectual Property, including obtaining Merger. GigOptix shall cause Merger Sub to perform all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for the consummation of the Transactions. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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. 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 obligations under this Agreement. Without limiting the generality foregoing, in the event that any submission is required under the Antitrust Laws, GigOptix Merger Sub, and Endwave will as soon as reasonably practicable after the date of this Agreement and in no event later than 10 business days after the date of this Agreement, for any obligations triggered by the HSR Act, and in no event later than 15 business days, for any obligations triggered by any of the foregoingother Antitrust Laws, Seller shall execute file or cause to be filed all notices, reports and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any other documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and be filed by such party with any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United States. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party Governmental Authority with respect to the ownershiptransactions contemplated by this Agreement to initiate the approval process. Each of GigOptix, validityMerger Sub and Endwave shall promptly (1) supply the other party with any information that may be required in order to effectuate notices, enforceabilityreports, infringement documents or other violation filings with any Governmental Authority required to be made pursuant to any Antitrust Laws, (2) supply any additional information which reasonably may be required by any Governmental Authority in connection with any submission required under the Antitrust Laws, and (3) promptly inform the other party of the substance of any communication to or from any Governmental Authority regarding the transactions contemplated by this Agreement. (b) Notwithstanding anything to the Conveyed Intellectual Propertycontrary in this Agreement, neither GigOptix, nor the Surviving Corporation, nor any of their Subsidiaries shall be required to (i) divest, hold separate or license any business(es), product line(s) or asset(s), (ii) take any action or accept any limitation that would reasonably be expected to have a GigOptix Material Adverse Effect or an Endwave Material Adverse Effect, or (iii) agree to any of the foregoing.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each of the Parties agrees to Company and Parent 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, proper or advisable under this Agreement and applicable Laws and regulations to consummate the Offer, the Merger and make effective the other Transactions contemplated by this Agreement in the most expeditious manner practicable after the date of this Agreement, including (i) preparing and filing as promptly as practicable the Transactions all documentation to effect all necessary applications, notices, petitions, filings and other documents and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations and approvals necessary or advisable to be obtained from any third party and/or any Governmental Authorities and other third parties required for Entity in order to consummate the consummation Offer, the Merger or any of the Transactionsother Transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, each of the Company and Parent shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined below) with respect to the Transactions contemplated hereby as promptly as practicable after the date of this Agreement and shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and use commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Regulatory Law in the most expeditious manner practicable. (b) From time to time after To the Closing, at the request of Buyer (extent permissible under applicable Law or any transferee rule, regulation or restriction of Buyer) and at such requesting party’s expensea Governmental Entity, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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 each of the Conveyed Intellectual Property in the United States. 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 the foregoingCompany and Parent shall, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of efforts referenced above to obtain all requisite material approvals, clearances and authorizations for the Conveyed Intellectual Property Transactions contemplated by this Agreement under the HSR Act or any other Regulatory Law, use its commercially reasonable efforts to (i) cooperate in jurisdictions outside of the United States. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require 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) promptly inform the defense or prosecution other party of any claim communication received by such party from, or against any third given by such party with respect to to, the ownership, validity, enforceability, infringement or other violation Antitrust Division of or by the Conveyed Intellectual Property.the

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions hereofset forth in this Agreement, each of the Parties agrees to parties hereto shall use its commercially reasonable efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or to cause to be taken, all actions actions, and to dodo promptly, or to cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the Transactions Merger and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Propertyother transactions contemplated hereby, including (i) the obtaining of all consentsnecessary actions or nonactions, waivers, authorizations consents and approvals approvals, including the Company Approvals and the Parent Approvals, from Governmental Authorities Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other third parties required for legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby. (b) From time Subject to time after the Closingterms and conditions herein provided and without limiting the foregoing, at the request Company and Parent shall (i) use commercially reasonable efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of Buyer this Agreement and the consummation of the transactions contemplated hereby and (B) timely making all such filings and seeking all such consents, permits, authorizations or approvals, (ii) use commercially reasonable efforts to take, or to cause to be taken, all other actions and to do, or to cause to be done, all other things necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated hereby, including taking all such further action as reasonably may be necessary to resolve such objections, if any, as any Governmental Entity or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, to execute and deliver to Buyer any further documents or instruments and perform any further acts that other Person 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, to Buyer (and any transferee of Buyer) assert under Regulatory Law with respect to the Conveyed Intellectual PropertyMerger and the other transactions contemplated hereby, including without limitation such assignments, agreements and limited powers of attorney as to avoid or eliminate each and every impediment under any Law that may be needed for recording or effectuating asserted by any Governmental Entity with respect to the transfer Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the End Date (as hereinafter defined)), (iii) subject to applicable legal limitations and the instructions of any Governmental Entity, keep each other apprised of the Conveyed Intellectual Property in status of matters relating to the United States. 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 completion of the foregoingtransactions contemplated by this Agreement including, Seller shall execute to the extent permitted by Law, promptly furnishing the other with true and deliver complete copies of notices or other communications sent or received by the Company or Parent, as the case may be, or any of their Subsidiaries, to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expensefrom any third party and/or any Governmental Entity with respect thereto, and without further considerationpermit the other to review in advance any proposed communication by such party to any supervisory or Governmental Entity and (iv) give the other reasonable notice of, and, to the extent permitted by such Governmental Entity, allow the other to attend and participate at any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry or proceeding relating thereto. The Company and Parent shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any documents required proposed written communication to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United StatesGovernmental Entity. (c) From time Subject to time after the Closing, at the request rights of Buyer and at its expenseParent in Section 5.10, and without further considerationin furtherance and not in limitation of the covenants of the parties contained in this Section 5.6, Seller if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger or any other transaction contemplated by this Agreement, each of the Company and Parent shall assist Buyer cooperate in all respects with each other and shall use their respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or any other transactions contemplated hereby. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.6 shall limit a party’s right to terminate this Agreement pursuant to Section 7.1(b)(i) or Section 7.1(b)(ii) so long as such party has, prior to such termination, complied with its obligations under this Section 5.6. (d) For purposes of this Agreement, “Regulatory Law” means any and all state, federal and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws requiring notice to, filings with, or the consent or approval of, any transferee of Buyer) as Buyer Governmental Entity, or that otherwise may reasonably require cause any restriction, in connection with the defense or prosecution of any claim by or against any third party with respect to Merger and the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Propertytransactions contemplated thereby.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereof, each Each of the Parties agrees to parties hereto (including the Company) will 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, proper or advisable consistent with applicable law to consummate and make effective in the most expeditious manner practicable the transactions contemplated hereby, including without limitation, making all required regulatory filings as promptly as practicable the Transactions and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for the consummation of the Transactions. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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. 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 Agreementdate hereof. Without limiting the generality of the foregoing, Seller shall execute Purchasers and deliver the Company will each, as promptly as practicable following the execution and delivery of this Agreement, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") the notification and report form required pursuant to Buyer or obtain the HSR Act for delivery to Buyerthe transactions contemplated hereby, at the and will provide promptly upon request of Buyer the FTC or the DOJ or any other Governmental Authority any supplemental information requested in connection therewith. Purchasers and at the Company will use commercially reasonable efforts to obtain early termination of the waiting period under the HSR Act. Purchasers and the Company shall furnish to the each other such necessary information and reasonable assistance as the the other may request in connection with its expensepreparation of any filing or submission which is necessary under the HSR Act or other applicable Law. Purchasers shall keep Seller apprised of the status of any communications with, and without further considerationinquiries or requests for additional information from, the FTC and the DOJ or any documents required other Governmental Authority and shall comply promptly with any such inquiry or request. In connection with the foregoing, Purchasers and the Company shall use their respective reasonable commercial efforts to update record title resolve objections, if any, as may be asserted with respect to the owned Conveyed Intellectual Property transactions contemplated hereby under any antitrust or trade or regulatory Laws of any Governmental Authority. In complying with the foregoing, Purchasers and the Company shall use all reasonable commercial measures available to reflect Buyer (and consummate the transactions contemplated hereby. Notwithstanding the foregoing or any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expenseother covenant or agreement herein contained, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration receipt of any necessary approvals under the HSR Act or otherwise in respect of the Conveyed Intellectual Property transactions contemplated hereby, neither any party hereto nor any of its respective affiliates shall be required to: (i) divest or hold separate or otherwise take or commit to take any action that limits such party's or affiliate's freedom of action with respect to, or its ability to retain, administer or operate, any of its assets, properties or business; or (ii) commence any litigation against any person or entity in jurisdictions outside order to facilitate the consummation of any of the United Statestransactions contemplated hereby. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. (a) Upon the terms The Purchaser and subject to the conditions hereof, each of the Parties agrees to Sellers shall act in good faith and use its commercially their respective reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly soon as practicable practicable. Without limiting the Transactions foregoing, the Purchaser and Sellers shall use their reasonable best efforts to vest in Buyer (and any transferee of Buyeri) good and marketable title to the Conveyed Intellectual Property, including obtaining obtain all consents, approvals, waivers, authorizations licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and approvals from give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Authorities and other third parties required for Authority or Persons necessary in connection with the consummation of the Transactionstransactions contemplated hereby as soon as reasonably practicable; (ii) provide all relevant information as may be necessary or reasonably requested in connection with any of the foregoing; and (iii) 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 transactions contemplated hereby, including but not limited to defending through litigation on the merits any claim asserted in any court by any person so as to enable the consummation of such transactions to occur as expeditiously as possible, including, with respect to the Purchaser, the taking by the Purchaser of all such actions, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or materially delaying the Closing. (b) From time The Purchaser and Sellers shall keep each other reasonably informed as to time after the Closingstatus of matters relating to the completion of the transactions contemplated hereby, at including promptly furnishing the request other with copies of Buyer (notices or other communications received by any of them or by any of their respective Affiliates, from any Person or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) Governmental Authority 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. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United Statestransactions contemplated hereby. (c) From time Notwithstanding the above or any other provision of this Agreement, the Purchaser shall not be required to time after take any action that would reasonably be expected to impair the Closing, at benefits to Purchaser of the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require transaction contemplated by this Agreement in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Propertya materially adverse manner.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions hereofset forth in this Agreement, or as otherwise required by Section 6.3(c) each of the Parties agrees parties hereto shall use (and cause its Affiliates to use use) its commercially reasonable efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or cause to be takentaken promptly, all actions actions, and to dodo promptly, or cause to be donedone promptly, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective as promptly as practicable the Transactions Merger and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Propertyother transactions contemplated by this Agreement, including (i) obtaining all necessary actions or nonactions, waivers, consents and approvals, including the Company Approvals and the Parent Approvals, from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) obtaining all necessary consents, approvals or waivers from third parties, including Third Party Consents, and all consents, waiversapprovals and waivers from third parties reasonably requested by Parent to be obtained in respect of the Company Material Contracts in connection with the Merger, authorizations this Agreement or the transactions contemplated by this Agreement, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and approvals from Governmental Authorities the other transactions contemplated by this Agreement, and (iv) executing and delivering any additional instruments necessary to consummate the Merger and the other transactions contemplated by this Agreement; provided, however, that prior to the Effective Time in no event shall the Company or any of its Affiliates, absent the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), pay or commit to pay any material fee, material penalties or other material consideration to any landlord or other third parties party to obtain any consent, approval or waiver required for the consummation of the TransactionsMerger under any real estate leases or Company Material Contracts. (b) From time Subject to time after the Closing, at the request of Buyer (or any transferee of Buyer) terms and at such requesting party’s expense, conditions herein provided and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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. 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 the foregoing, Seller the Company and Parent shall execute (i) promptly, but in no event later than fifteen (15) business days after the date of this Agreement, make their respective filings and deliver thereafter make any other required submissions under the HSR Act; (ii) use commercially reasonable efforts to Buyer cooperate with each other in (x) determining whether any filings are required to be made with, or obtain for delivery consents, permits, authorizations, waivers or approvals are required to Buyer, at the request of Buyer and at its expense, and without further considerationbe obtained from, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) third parties or other Governmental Entities in connection with the registration execution and delivery of this Agreement and the consummation of the Conveyed Intellectual Property in jurisdictions outside transactions contemplated by this Agreement and (y) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals; (iii) promptly inform the other party upon receipt of any material communication from the United States Federal Trade Commission, the Antitrust Division of the United StatesStates Department of Justice or any other Governmental Entity regarding any of the transactions contemplated by this Agreement; and (iv) subject to applicable legal limitations and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by the Company or Parent, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. The Company and Parent shall permit legal counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Entity. Each of the Company and Parent agrees not to (A) participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate, (B) extend any waiting period under the HSR Act without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) and (C) enter into any agreement with any Governmental Entity not to consummate the transactions contemplated by this Agreement without the prior written consent of the other party. (c) From time In furtherance and not in limitation of the agreements of the parties contained in this Section 5.6, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and be instituted) challenging any transferee of Buyer) transaction contemplated by this Agreement as Buyer may reasonably require in connection with the defense or prosecution violative of any claim by Regulatory Law, each of the Company and Parent shall cooperate in all respects with each other and shall use their respective commercially reasonable efforts to contest and resist any such action or against proceeding and to have vacated, lifted, reversed or overturned any third party with respect to the ownershipdecree, validityjudgment, enforceability, infringement injunction or other violation order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or by any other provision of this Agreement, nothing in this Section 5.6 shall limit a party’s right to terminate this Agreement pursuant to Section 7.1(b) or 7.1(c) so long as such party has, prior to such termination, complied with its obligations under this Section 5.6. (d) For purposes of this Agreement, “Regulatory Law” means the Conveyed Intellectual PropertyXxxxxxx Act of 1890, the Xxxxxxx Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914 and all other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws, including any antitrust, competition or trade regulation Laws, that are designed or intended to (i) prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, or (ii) protect the national security or the national economy of any nation.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each of the Parties agrees to Company, Parent and Purchaser 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, proper or advisable under this Agreement and applicable Laws and regulations to consummate the Offer, the Merger and make effective the other Transactions contemplated by this Agreement in the most expeditious manner practicable after the date of this Agreement, including (i) preparing and filing as promptly as practicable the Transactions all documentation to effect all necessary applications, notices, petitions, filings and other documents and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations and approvals necessary or advisable to be obtained from any third party and/or any Governmental Authorities and other third parties required for Entity in order to consummate the consummation Offer, the Merger or any of the Transactionsother Transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. Parent and Purchaser hereby agree that, provided all other terms of the consents referenced in Section 6.3 of the Company Disclosure Letter are reasonably acceptable, the terms set forth on Section 6.3 of the Company Disclosure Letter shall be deemed to be reasonably acceptable as part of the terms of the referenced consents. Each of the Company, on the one hand, and Parent and Purchaser, on the other hand, shall not, and shall use their reasonable best efforts to cause their respective Subsidiaries not to, take any action that would result in (A) any of the representations and warranties of such party set forth in this Agreement that are qualified as to materiality becoming untrue, (B) any of such representations and warranties that are not so qualified becoming untrue in any material respect or (C) any of the conditions to the Offer set forth in Annex I or to the Merger set forth in Article VII not being satisfied. (b) From time to time after To the Closing, at the request of Buyer (extent permissible under applicable Law or any transferee rule, regulation or restriction of Buyer) and at such requesting party’s expensea Governmental Entity, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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 each of the Conveyed Intellectual Property in the United States. 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 the foregoingCompany, Seller shall execute Parent and deliver to Buyer or obtain for delivery to BuyerPurchaser shall, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of efforts referenced above to obtain all requisite material approvals, clearances and authorizations for the Conveyed Intellectual Property Transactions contemplated by this Agreement under any Regulatory Law, use its commercially reasonable efforts to (i) cooperate in jurisdictions outside of the United States. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require 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) promptly inform the defense or prosecution other party of any claim communication received by such party from, or against any third given by such party with respect to to, the ownershipAntitrust Division of the Department of Justice (the “DOJ”), validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.Federal Trade Commission

Commercially Reasonable Efforts. (a) Upon the terms and subject Subject to the conditions hereof, each Bankruptcy Code and any orders of the Parties agrees to Bankruptcy Court, Seller and Buyer shall, and Buyer shall cause Parent to, cooperate and use its 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 to consummate and make effective fulfill as promptly as practicable the Transactions and to vest in Buyer (and any transferee of Buyer) good and marketable title conditions precedent to the Conveyed Intellectual Property, including obtaining all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for the consummation of the Transactions. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, obligations hereunder and without further consideration, Seller agrees on its own behalf, shall use their respective commercially reasonable efforts to fulfill as well promptly as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, practicable the conditions precedent 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, to Buyer (and any transferee of Buyer) with respect their obligations hereunder to the Conveyed Intellectual Property, including without limitation such assignments, agreements and limited powers of attorney as may be needed for recording or effectuating extent they have the transfer of ability to control the Conveyed Intellectual Property in the United States. Nothing herein shall be deemed a waiver by Buyer of its right to receive at the Closing an effective assignment satisfaction of such rights by Seller as otherwise set forth in this Agreementobligations. Without limiting the generality of the foregoing, Seller and Buyer shall, and Buyer shall execute cause Parent to, (i) make all filings and deliver submissions required by the U.S. Antitrust Laws and any other Laws, and promptly file any additional information requested as soon as practicable after receipt of such request therefor and promptly file any other information that is necessary, proper or advisable to permit consummation of the Transaction and the Exchange and (ii) use commercially reasonable efforts to obtain and maintain all Seller Required Approvals and Buyer Required Approvals in form and substance reasonably satisfactory to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property existsSeller. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in In connection with the registration foregoing, Seller and Buyer will, and Buyer will cause Parent to, endeavor to consummate the Transaction without (or with minimal) costs, conditions, limitations or restrictions associated with the grant of such Seller Required Approvals and Buyer Required Approvals. (b) Notwithstanding anything to the contrary herein, nothing in this Agreement shall require Buyer or Parent to agree to or to effect any divesture, hold separate or similar agreement with respect to any business or Assets or agree to enter into, or amend, or agree to amend, any Contracts or governmental authorizations or take or refrain from taking any other action or conduct any business in any manner if doing so would reasonably be expected, individually or in the aggregate, to have (i) an adverse impact (other than a de minimis adverse impact) on TWX or any of its Affiliates (excluding Parent and its Subsidiaries) or any of their respective businesses or Assets (excluding businesses and Assets of Parent and its Subsidiaries) or (ii) an adverse impact that is material to the Parent Business or the Transferred Assets or would materially constrain the operations of Parent and its Subsidiaries or of the Conveyed Intellectual Property in jurisdictions outside Transferred Assets; it being understood that the incurrence of legal, accounting, investment banking and other customary forms of transaction expenses and the United Statescommitment of reasonable management time and effort shall not be considered an adverse impact for the purpose of this clause (ii). (c) From time No later than 45 days following the date hereof, Buyer and Seller shall, and Buyer shall cause Parent to, provide each other (or shall cause their respective Subsidiaries to time after provide) with all necessary documentation to allow filing of FCC Forms 394 with respect to the ClosingFranchises with respect to which a LFA Approval is or may be required. Buyer and Seller shall, at and Buyer shall cause Parent to, use commercially reasonable efforts to cooperate with one another and, no later than 60 days following the request date hereof, file with the applicable Government Entity FCC Forms 394 for each of the Franchises with respect to which a LFA Approval is or may be required. Buyer and Seller shall, and Buyer shall cause Parent to, cooperate and use their commercially reasonable efforts to have Buyer enter into a substitute performance bond arrangement with respect to those Assets of each Specified Business the transfer of which to Buyer would require Buyer to enter into such a substitute bond arrangement, on substantially the same terms as the substitute bond arrangement with respect to such Assets in effect as of the date hereof. Notwithstanding anything to the contrary herein, Seller shall not accept, agree to or accede to any modifications or amendments to, or in connection with, or any conditions to the transfer of, any Franchises that are not approved by Buyer in writing, such approval not to be unreasonably withheld; provided, however, that if Seller affords Buyer reasonable notice of, and opportunity to attend and participate in, meetings or other discussions relating to LFA Approvals where modifications, amendments or conditions are expected to be discussed or negotiated, Buyer shall approve any such modifications, amendments or conditions that are approved by Seller so long as such modifications, amendments or conditions are commercially reasonable and are similar in nature, extent and impact (giving due consideration to such factors as the relative size of the Franchise involved, the proximity of other Franchises, the financial and operational impact of the change and the precedential impact thereof) to modifications, amendments or conditions agreed to by Parent or Buyer or Friendco in connection with material acquisitions of cable assets effected since 2001. In addition, if Buyer seeks any LFA Approval pursuant to this Transaction, Buyer shall agree to any modifications, amendments or conditions that are commercially reasonable and are similar in nature, extent and impact (giving due consideration to such factors as the relative size of the Franchise involved, the proximity of other Franchises, the financial and operational impact of the change and the precedential impact thereof) to modifications, amendments or conditions agreed to by Parent or Buyer or Friendco in connection with material acquisitions of cable assets effected since 2001. (d) Each of the parties hereto agrees to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be necessary or desirable in order to evidence, consummate or implement expeditiously the transactions contemplated by this Agreement and to vest in Buyer good and marketable title to the Transferred Assets to the same extent as held by Seller and its Affiliates, free and clear of all Encumbrances other than, in the case of Transferred Assets, Permitted Encumbrances, and in the case of the Transferred Investments, Encumbrances under the Investment Documents. (e) Seller and Buyer shall, and Buyer shall cause Parent to, cooperate with each other and shall furnish to the other party all information reasonably necessary or desirable in connection with making any filing under the HSR Act, and in connection with resolving any investigation or other inquiry by any Government Antitrust Entity with respect to the Transaction and the Exchange; provided, however, that Buyer shall reimburse Seller for the reasonable out-of-pocket costs, if any, incurred by Seller as a result of such cooperation solely to the extent it relates to the consummation of the Exchange. Each of the parties shall promptly inform the other party of any communication with, and any proposed understanding, undertaking or agreement with, any Government Entity regarding any such filings or any such transaction. Seller and Buyer shall not, and Buyer shall cause Parent not to, participate in any meeting with any Government Antitrust Entity in respect of any such filings, investigation or other inquiry without giving the other party prior notice of, and the opportunity to participate in, such meeting. The parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with all meetings, actions and proceedings under or relating to the HSR Act (including, with respect to making a particular filing, by providing copies of all such documents (other than those that will not be publicly available) to the non-filing party and their advisors prior to filing and, if requested, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith); provided, however, that in no event shall Buyer or Seller be required to furnish, or Buyer be required to cause Parent to furnish, any information that, based on advice of such party’s counsel, would reasonably be expected to create any potential Liability under applicable Laws, including U.S. Antitrust Laws, or would constitute a waiver of any material legal privilege (provided, that in such latter event Buyer and Seller shall use commercially reasonable efforts to cooperate to permit disclosure of such information in a manner consistent with the preservation of such legal privilege). (f) In furtherance and not in limitation of the foregoing, each of Buyer and at its expenseSeller agrees to make, and without further considerationBuyer agrees to cause Parent to make, Seller as promptly as practicable, (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transaction and the Exchange (which filing shall assist Buyer be made in any event within 20 Business Days of the date hereof), (ii) appropriate filings with the FCC, and any transferee state public service commissions having jurisdiction over any Transferred Assets or any services provided by any Specified Business or the Assets of Buyeror services provided by the Parent Business with respect to the Transaction and the Exchange, and (iii) all other necessary filings with other Government Entities relating to the Transaction and the Exchange, and to use commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of the Seller Required Approvals and the Buyer Required Approvals under such other Laws or from such authorities or third parties as soon as practicable; provided, however, that Buyer may reasonably require shall reimburse Seller for the reasonable out-of-pocket costs, if any, incurred by Seller as a result of such cooperation solely to the extent it relates to the consummation of the Exchange. (g) Each of Seller and Buyer shall, and Buyer shall cause Parent to, give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, commercially reasonable efforts to obtain any third party (excluding Government Entities) consents related to or required in connection with the defense Transaction and the Exchange that are Seller Required Approvals or prosecution Buyer Required Approvals; provided, however, that Buyer shall reimburse Seller for the reasonable out-of-pocket costs, if any, incurred by Seller as a result of such cooperation solely to the extent it relates to the consummation of the Exchange. (h) Seller shall, and shall cause its Affiliates to, take all actions as may be necessary or desirable in order that, as of the Closing, all of the Assets (other than any claim by Equity Securities or against other Excluded Assets) of the Tele-Media Entities and each of their respective Subsidiaries shall constitute Transferred Assets. (i) Notwithstanding anything in this Agreement to the contrary, Buyer shall have the sole responsibility for any third party filing, submission or other action (including, for the avoidance of doubt, obtaining any required LFA Approval) that is necessary, proper or advisable to permit the consummation of the Exchange (it being understood that Seller shall use its commercially reasonable efforts to cooperate with Buyer with respect to any action required to be taken by Buyer pursuant to this sentence; provided, however, that Buyer shall reimburse Seller for the ownershipreasonable out-of-pocket costs, validityif any, enforceability, infringement or other violation incurred by Seller as a result of or by such cooperation solely to the Conveyed Intellectual Propertyextent it relates to the consummation of the Exchange.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject conditions of this Agreement, prior to the conditions hereofEffective Time, each of the Parties agrees to Party shall use its commercially reasonable efforts efforts, and shall cooperate fully with the other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the Merger and make effective as promptly as practicable the Transactions other transactions contemplated by this Agreement and the Proxy Statement (including the receipt of all authorizations, approvals and permits required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement (collectively, the “Requisite Regulatory Approvals”)), and the satisfaction, but not the waiver, of the closing conditions set forth in Article VI), and to vest in Buyer (and any transferee comply promptly with all requirements of Buyer) good and marketable title Governmental Authorities applicable to the Conveyed Intellectual Property, including obtaining all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for the consummation of the Transactionstransactions contemplated by this Agreement. (b) From time to time after the ClosingParent, at the request of Buyer (or any transferee of Buyer) Merger Sub, Chaparral and at such requesting party’s expenseeach Subsidiary will cooperate with each other and will take all commercially reasonable steps, and without further considerationproceed diligently and in good faith: (i) to submit any necessary filings, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, amendments or revisions to execute and deliver to Buyer any further documents required Governmental Authority 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, to Buyer (and any transferee of Buyer) 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. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) other third party in connection with the registration transactions contemplated hereby, and (ii) to promptly submit and make other applications, notices and submissions (or amendments to any of the Conveyed Intellectual Property foregoing previously submitted) with any Governmental Authority or other third party which must be filed in jurisdictions outside order for Chaparral to obtain all Consents which must be obtained prior to the Closing in order for Chaparral and the Subsidiaries to operate their respective business as currently operated and currently intended by the Parties to be operated following the Closing; provided, however, that Chaparral shall not file any application, notice or other submission to any Governmental Authority or other third party that is not in the ordinary course of business of Chaparral consistent with past practices without providing Parent a reasonable opportunity to review and comment on such application, notice or other submission and without obtaining the United Statesconsent of Parent (which consent shall not be unreasonably withheld or delayed); provided, further, however, that Chaparral shall be solely responsible for the submission of all such applications, notices and submissions. All such filings shall be made, if not already made, as promptly as practicable (but no later than 30 days after the date of this Agreement) and Parent shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested by Chaparral in connection with such Consents. (c) From time In furtherance and not in limitation of the covenants of the Parties contained in Sections 5.2(a) and (b), if any objections are asserted with respect to time after the Closingtransactions contemplated hereby under any applicable Law or if any suit is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of any applicable Law or which would otherwise prevent, at materially impede or materially delay the request consummation of Buyer the transactions contemplated hereby, Parent and at its expenseChaparral shall use their commercially reasonable efforts to resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement, including in order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the transactions contemplated hereby (including the Merger). (d) In the event any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, Parent and without further considerationChaparral shall cooperate in all respects with each other and use their respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, Seller lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (e) Notwithstanding anything herein to the contrary, neither Parent nor Chaparral shall assist Buyer (and be required to agree to any transferee of Buyer) as Buyer may reasonably require term, condition or modification with respect to obtaining any Consents in connection with the defense Merger or prosecution the consummation of the transactions contemplated by this Agreement that would result in, or would be reasonably likely to result in: (i) a Material Adverse Effect of either Party or (ii) Parent, Merger Sub or Chaparral having to cease, sell or otherwise dispose of any claim by assets or against business (including the requirement that any third party with respect to the ownership, validity, enforceability, infringement such assets or other violation of or by the Conveyed Intellectual Propertybusiness be held separate).

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the Parties agrees parties shall cooperate with the other parties and use (and shall cause their respective Subsidiaries to use its commercially reasonable efforts use) their respective Commercially Reasonable Efforts to promptly (i) unless, with respect to any action, another standard of performance is expressly provided for herein, take, or cause to be taken, all actions actions, and to do, or cause to be done, all things things, necessary, proper or advisable to cause the other party’s (with respect to Parent and Merger Sub) or parties’ (with respect to the Company) conditions to Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the Transactions, including preparing and filing promptly and fully all documentation to effect all necessary Filings, including, if applicable, requesting expedited treatment for any such Filing, (ii) obtain all Consents, Permits, expirations or terminations of waiting periods and other confirmations from any Governmental Authority or other Person necessary, proper or advisable to consummate and make effective as promptly as practicable the Transactions and continue the businesses of the Company and its Subsidiaries uninterrupted as currently conducted, (iii) obtain any Consents or make any Filings that are required by any Governmental Authority for or in connection with any Permit, Water Right, bond or other financial surety, (iv) execute and deliver any additional instruments necessary to vest consummate the Transactions and (v) avoid, defend or contest (A) any Legal Action brought by a Governmental Authority or other Person or (B) entry of any Law or Order that would, in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Propertyeach case, including obtaining all consentsprevent or materially impede, waiversinterfere with, authorizations and approvals from Governmental Authorities and other third parties required for hinder or delay the consummation of the Transactions. In connection with the foregoing and to the extent not prohibited by applicable Law, the Company will provide Parent, and Parent will provide the Company, with copies of any material correspondence, Filing or communication between such party or any of its Representatives, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement and the Transactions, promptly after receipt or submission thereof, other than “Item 4(c) and 4(d) documents” submitted with a party’s Notification and Report Form filing pursuant to the HSR Act; notwithstanding the foregoing, in no instance shall either party be required to provide valuation information to the other party or its Representatives. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) In furtherance and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) with respect to the Conveyed Intellectual Property, including without not in 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. 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 the foregoing, Seller the Company and Parent shall execute and deliver each use its Commercially Reasonable Efforts to Buyer (i) take all action necessary to ensure that no state takeover statute or obtain for delivery similar Law is or becomes applicable to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside Transactions and (ii) if the restrictions of any state takeover statute or similar Law become applicable to any of the United StatesTransactions, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise lawfully minimize the effect of such Law on the Transactions. (c) From time Each party agrees to time after make an appropriate filing of a Notification and Report Form pursuant to the ClosingHSR Act with respect to the Transactions as promptly as practicable and in any event within ten (10) Business Days of the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use Commercially Reasonable Efforts to avoid or eliminate each and every impediment and obtain all consents, at approvals and expirations or terminations of waiting periods under any Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority so as to enable the parties to close the Transactions. The Company and Parent will each request early termination of Buyer and at the waiting period with respect to the Transactions under the HSR Act. (d) Each of the parties shall use its expense, and without further consideration, Seller shall assist Buyer Commercially Reasonable Efforts to (and i) cooperate in all respects with each other in connection with any transferee of Buyer) as Buyer may reasonably require Filing with or to a Governmental Authority in connection with the defense Transactions and in connection with any investigation or prosecution other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private Person, and (ii) keep the other party informed in all material respects and on a reasonably timely basis of any claim material communication received by such party from, or against given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, FERC or any third other Governmental Authority and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions. Subject to applicable Laws relating to the exchange of information and all privileges, including the attorney-client privilege, each of the parties shall have the right to review in advance, and to the extent practicable, each will consult, and consider in good faith the views of, the other on, all the information relating to the other parties and their respective Subsidiaries, as the case may be, that appears in any Filing made with, or written materials submitted to, any Governmental Authority or other Person in connection with the Transactions, other than “Item 4(c) and 4(d) documents” submitted with a party’s Notification and Report Form filing pursuant to the HSR Act. To the extent permitted by applicable Law, each party shall provide the other parties (in the case of Parent and Merger Sub) or party (in the case of the Company) with the opportunity to attend any meetings with or other appearances before any Governmental Authority with respect to the ownershipTransactions. Any party may, validityas it deems advisable and necessary, enforceabilityreasonably designate any highly confidential or competitively sensitive material provided to another party under this Section 5.09 as “Outside Counsel Only.” Such materials and the information contained therein shall be given only to the outside antitrust legal counsel of the recipient and will not be disclosed by such outside counsel to employees, infringement officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (e) Notwithstanding anything to the contrary in this Section 5.09, none of Parent, Merger Sub or the Company shall be required in order to resolve any objections asserted under Antitrust Laws by any Governmental Authority with respect to the Transactions to divest any of its businesses, product lines or assets, or to take or agree to take any other violation action or to agree to any limitation or restriction of any kind on its business, operations, properties or by the Conveyed Intellectual Propertyassets.

Commercially Reasonable Efforts. (a) Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions hereofset forth herein, each of the Parties parties agrees to use its all 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, proper or advisable to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including the following: (i) the taking of all acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations, submissions and filings (including registrations, declarations, filings and submissions of Second Request Responses with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (iv) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided, however, that in no event shall this Section 5.6(c) require Parent to take any action that is reasonably expected to materially and adversely affect Parent or its affiliates (other than Merger Sub) following the consummation of the Merger. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the Transactions terms contemplated by this Agreement and otherwise to vest in Buyer (and any transferee of Buyer) good and marketable title to minimize the Conveyed Intellectual Property, including obtaining all consents, waivers, authorizations and approvals from Governmental Authorities and other third parties required for the consummation of the Transactions. (b) From time to time after the Closing, at the request of Buyer (or any transferee of Buyer) and at such requesting party’s expense, and without further consideration, Seller agrees on its own behalf, as well as on behalf of its subsidiaries, affiliates, successors, assigns and legal representatives, 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, to Buyer (and any transferee of Buyer) 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. Nothing herein shall be deemed a waiver by Buyer of its right to receive at the Closing an effective assignment effect of such rights by Seller as otherwise set forth in Legal Requirement on the Merger, this Agreement. Without limiting Agreement and the generality of the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further consideration, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) in connection with the registration of the Conveyed Intellectual Property in jurisdictions outside of the United Statestransactions contemplated hereby. (c) From time to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection with the defense or prosecution of any claim by or against any third party with respect to the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual Property.

Commercially Reasonable Efforts. (a) Upon Without in any way limiting any other respective obligation of the terms and subject to the conditions hereofCompany or any Private Placement Party in this Agreement, each of Party shall use (and the Parties agrees Company shall cause the other Debtors and their Representatives to use its use) 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 reasonably necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement and the Plan, including, but not limited to, using commercially reasonable efforts in: (i) timely preparing and filing all documentation reasonably necessary to effect all necessary notices, reports and other filings of such Person and to obtain as promptly as practicable the Transactions and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining all consents, waiversregistrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party or Governmental Entity; (ii) defending any Legal Proceedings in any way challenging (A) this Agreement, the Plan, the Registration Rights Agreement or any other Transaction Agreement, (B) the PPA and approvals from Governmental Authorities and other third parties required for BCA Approval Order, the Disclosure Statement Order or the Confirmation Order or (C) the consummation of the Transactionstransactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining Order entered by any Governmental Entity vacated or reversed; and (iii) working together in good faith to finalize the Reorganized Company Organizational Documents, Transaction Agreements, the Registration Rights Agreement and all other documents relating thereto for timely inclusion in the Plan and filing with the Bankruptcy Court. (b) From time Subject to time after Laws or applicable rules relating to the Closing, at the request exchange of Buyer (or any transferee of Buyer) and at such requesting party’s expenseinformation, and without further considerationin accordance with the Plan Support Agreement, Seller agrees the Private Placement Parties and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other on its own behalfall of the information relating to Private Placement Parties or the Company, as well as on behalf the case may be, and any of its subsidiariestheir respective Subsidiaries, affiliates, successors, assigns and legal representatives, to execute and deliver to Buyer that appears in 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 conveyedfiling made with, or intended so to be, to Buyer (and any transferee of Buyer) 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. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further considerationwritten materials submitted to, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) Governmental Entity in connection with the registration of transactions contemplated by this Agreement or the Conveyed Intellectual Property Plan; provided, however, that the Private Placement Parties are not required to provide for review in jurisdictions outside of advance declarations or other evidence submitted in connection with any filing with the United StatesBankruptcy Court. In exercising the foregoing rights, the Parties shall act as reasonably and as promptly as practicable. (c) From time Nothing contained in this Section 6.5 shall limit the ability of any Private Placement Party to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyer) as Buyer may reasonably require in connection consult with the defense Debtors, to appear and be heard, or prosecution of to file objections, concerning any claim by or against any third party with respect matter arising in the Chapter 11 Cases to the ownership, validity, enforceability, infringement or other violation of or by extent not inconsistent with the Conveyed Intellectual PropertyPlan Support Agreement.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereof, each Without in any way limiting any other respective obligation of the Parties agrees Debtors or any Backstop Party in this Agreement, the Debtors shall use (and shall cause its Subsidiaries to use its use), and each Backstop Party shall use, 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 reasonably necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement, the Plan and the other Transaction Agreements, including using commercially reasonable efforts in: (i) timely preparing and filing all documentation reasonably necessary to effect all necessary notices, reports and other filings of such Party and to obtain as promptly as practicable the Transactions and to vest in Buyer (and any transferee of Buyer) good and marketable title to the Conveyed Intellectual Property, including obtaining all consents, waiversregistrations, approvals, permits and authorizations and approvals necessary or advisable to be obtained from any third party or Governmental Authorities and Entity; (ii) in the case of the Debtors, defending any Proceedings challenging this Agreement, the Plan or any other third parties required for Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed; and (iii) working together in good faith to finalize the Registration Rights Agreement and Reorganized Valaris Corporate Documents for timely inclusion in the Plan Supplement and filing with the Bankruptcy Court. (b) From time Subject to time after applicable Laws relating to the Closingexchange of information, at the request of Buyer (or any transferee of Buyer) Backstop Parties and at such requesting party’s expensethe Company shall have the right to review in advance, and without further consideration, Seller agrees to the extent practicable each will consult with the other on its own behalfall of the material information relating to Backstop Parties or the Company, as well as on behalf the case may be, and any of its subsidiariestheir respective Subsidiaries, affiliates, successors, assigns and legal representatives, to execute and deliver to Buyer that appears in 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 conveyedfiling made with, or intended so to be, to Buyer (and any transferee of Buyer) 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. 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 the foregoing, Seller shall execute and deliver to Buyer or obtain for delivery to Buyer, at the request of Buyer and at its expense, and without further considerationwritten materials submitted to, any documents required to update record title to the owned Conveyed Intellectual Property to reflect Buyer (and third party and/or any transferee of Buyer) as the record owner in each jurisdiction in which such Conveyed Intellectual Property exists. At the request of Buyer and at its expense, and without further consideration, Seller shall reasonably cooperate with Buyer (and any transferee of Buyer) Governmental Entity in connection with the registration transactions contemplated by this Agreement or the Plan; provided, however, that the Backstop Parties are not required to provide for review in advance declarations or other evidence submitted in connection with any filing with the Bankruptcy Court. In exercising the foregoing rights, each of the Conveyed Intellectual Property in jurisdictions outside of Company and the United StatesBackstop Parties shall act reasonably and as promptly as practicable. (c) From time Nothing contained in this Section 6.8 shall limit the ability of any Backstop Party to time after the Closing, at the request of Buyer and at its expense, and without further consideration, Seller shall assist Buyer (and any transferee of Buyeri) as Buyer may reasonably require in connection consult with the defense Debtors, any other Backstop Party, or prosecution of any claim by other party in interest in the Chapter 11 Cases, (ii) to appear and be heard, or against (iii) to file objections, concerning any third party with respect to matter arising in the ownership, validity, enforceability, infringement or other violation of or by the Conveyed Intellectual PropertyChapter 11 Cases.