Common use of Commercially Reasonable Efforts Clause in Contracts

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement and applicable Law, the Parties shall use their respective commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including such actions or things as any other Party may reasonably request in order to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated hereby.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of set forth in this Agreement Agreement, (i) the Company shall and applicable Lawshall cause its Affiliates to, the Parties shall use their respective commercially reasonable efforts to 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 reasonably necessary, proper or advisable under applicable Laws to ensure that the conditions set forth in Section 6 are satisfied, and regulations or otherwise to consummate and make effective the transactions contemplated by this Agreement Transactions as soon promptly as practicable, including 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 as promptly as practicable, including, in each case, using commercially reasonable efforts to contest (i) any proceeding, judgement, injunction, order or decree of any Governmental Authority brought, or threatened to be brought, by any Governmental Authority seeking to enjoin, restrain, 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 things as any other Party parties may reasonably request to consummate or implement the Transactions or to evidence such events or matters. (b) Notwithstanding anything to the contrary in order this Agreement, nothing in this Section 8.18 shall require the Investors to take any action or to cause any of the conditions its Affiliates to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into take any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated herebyaction, including causing selling, divesting, conveying, holding separate, or otherwise limiting its freedom of action with respect to any assets, rights, products, licenses, businesses, operations or interests therein, of any Affiliates or any direct or indirect portfolio companies of investment funds advised or managed by one or more Affiliates of such Investor with respect to satisfying the failure of the closing conditions set forth in ARTICLE VII Section 7.1 or 7.3 or to be satisfied. Buyers acknowledge that, for purposes of comply with Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated hereby8.18(a).

Commercially Reasonable Efforts. Subject to Upon the terms and subject to the conditions of set forth in this Agreement (including those contained in this Section 6.08), each of the parties hereto shall, and applicable Lawshall cause its Subsidiaries to, the Parties shall use their respective 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 parties in doing, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective effective, and to satisfy all conditions to, in the transactions contemplated by this Agreement as soon as most expeditious manner practicable, including such actions or things as any other Party may reasonably request in order to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers Offer, the Merger and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing (i) the failure obtaining of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents permits, waivers, consents, approvals and actions or other permission or action by, nonactions from Governmental Entities and giving the making of all necessary notices to registrations and making all necessary filings (including filings with Governmental Entities) and applications and submissions tothe 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 or other PersonEntities, (bii) defending against the obtaining of all Actions challenging necessary consents or waivers from third parties, and (iii) the execution and delivery of any additional instruments necessary to consummate the Offer, the Merger and to fully carry out the purposes of this Agreement Agreement. The Company and Parent shall, subject to applicable Law, promptly (x) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (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. Each party hereto shall promptly inform the other party or parties hereto, as the consummation case may be, of any material communication from any Governmental Entity regarding any of the transactions contemplated hereby, (c) lifting by this Agreement. If the Company or Parent receives a request for additional information or documentary material from any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred Entity with respect to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebyby 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 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. Neither Parent nor the Company shall commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period under any applicable Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld or delayed).

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement herein provided, Thoratec, Merger Sub, TEC and applicable Law, the Parties TCA shall use their respective commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things reasonably necessary, proper or advisable appropriate under this Agreement and applicable Laws and regulations or otherwise laws to consummate and make effective the transactions contemplated by this Agreement Agreement, including, without limitation: (i) entering into or causing their appropriate Subsidiaries to enter into the agreements required to be entered into by them or those Subsidiaries as soon referenced in Sections 7.1 and 7.2 of this Agreement, (ii) satisfying the other conditions to closing set forth in those sections over which they have control or influence, (iii) promptly filing Notification and Report Forms under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") and responding as practicablepromptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation, including such actions (iv) using commercially reasonable efforts to obtain all necessary governmental and private party consents, approvals or things as waivers, and (v) using commercially reasonable efforts to lift any other Party may reasonably request legal bar to the Merger. (b) Notwithstanding anything to the contrary in order to cause this Agreement, none of Thoratec, TCA or any of the conditions their respective Subsidiaries shall be required to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into (i) divest, hold separate or license any agreement business, product line or complete assets, (ii) take any transactions action or accept any limitation that would could reasonably be expected to delay, hinder have a Thoratec Material Adverse Effect or prohibit the consummation a TCA Material Adverse Effect or (iii) agree to any of the transactions contemplated hereby, including causing foregoing in order to effect or facilitate the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebyMerger.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement and to the fiduciary duties of the Board of Directors and the Special Committee under applicable Lawlaw (as determined by such directors in good faith), the Parties shall Company and Merger Subsidiary will use their respective commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws laws and regulations or otherwise to consummate the Transactions, including, to assist Merger Subsidiary and make effective cooperate with Merger Subsidiary and the transactions Bank and other lenders in order for Merger Subsidiary to establish its contemplated by this debt financing arrangements. In furtherance and not in limitation of the foregoing, the Company agrees to make, if required, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Equity Sale Investments Agreement as promptly as practicable and in any event within 15 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 take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (b) In connection with the efforts referenced in Section 8.01(a) to obtain all requisite approvals and authorizations for the Transactions under any other Antitrust Law, each of Merger Subsidiary and the Company shall use all 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 party, (ii) keep the other party informed in all material respects of any material communication received by such actions party from, or things as given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other Party may reasonably request Governmental Authority and of any material communication received or given in order to cause connection with any proceeding by a private party, in each case regarding any of the conditions Transactions and (iii) permit the other party to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or or, in connection with any proceeding by a private party, with any other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated hereby.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement (including Section 6.2(c)), each of the parties hereto shall cooperate with the other parties and applicable Law, the Parties use (and shall use cause their respective subsidiaries to use) their respective commercially reasonable efforts promptly to (i) take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably things, necessary, proper or advisable under applicable Laws to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and regulations or otherwise to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing promptly and fully all documentation to effect the commencement of the Chapter 11 Cases, and (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations from the Bankruptcy Court or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement. (b) Each of the parties hereto shall use its commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission with the Bankruptcy Court or a Governmental Authority in connection with the transactions contemplated by this Agreement as soon as practicableand in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated by this Agreement, including any proceeding initiated by a private party, and (ii) keep the other party informed in all material respects and on a reasonably timely basis of any material communication received by such actions party from or things as given by such party to any other Party may reasonably request Governmental Authority and of any material communication received or given in order to cause connection with any of the conditions to such other Party’s obligation to consummate such transactions specified proceeding by a private party, in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into each case regarding any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated herebyby this Agreement. Subject to applicable Laws relating to the exchange of information, including causing the failure each of the closing conditions set forth parties hereto shall have the right to review in ARTICLE VII advance, and to be satisfied. Buyers acknowledge thatthe extent practicable each will consult the other on, for purposes 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, the Bankruptcy Court or any third party and/or any Governmental Authority in connection with the transactions contemplated by this Agreement. (c) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.4 only6.2, for purposes each of using the parties hereto shall use its “commercially reasonable efforts,” Buyers shallefforts to resolve such objections, and shall cause their respective directorsif any, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents as may be asserted or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions toraised by the Bankruptcy Court, any party in interest to the Chapter 11 Cases, a Governmental Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of Person with respect to the transactions contemplated herebyby this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, Sellers shall not, without Purchaser’s prior written consent, commit to any divestiture transaction or agree to any restriction on its business, and nothing in this Section 6.2. shall (i) limit any applicable rights a party may have to terminate this Agreement pursuant to Section 9.4 so long as such party has up to then complied in all material respects with its obligations under this Section 6.2, or (ii) require Purchaser or Sellers to offer, accept or agree to (A) dispose or hold separate any part of its or Sellers’ businesses, operations, assets or product lines (or a combination of Purchaser’s and Sellers respective businesses, operations, assets or product lines), (cB) lifting not compete in any permanent geographic area or preliminary injunction line of business, and/or (C) restrict the manner in which, or restraining order whether, Purchaser or other similar order issued Sellers or entered by any court of their affiliates may carry on business in any part of the world, in the case of (A), (B) or Governmental Authority (an “Injunction”C) of any type referred as would be material to in Section 7.1(a) and Section 7.1(c) in general, and Purchaser or Sellers. (d) consummating Immediately upon commencement of the Chapter 11 Cases, Sellers shall file a motion seeking Bankruptcy Court approval of (i) this Agreement and making effective the transactions contemplated herebyherein and (ii) the DIP Loan Agreement and related transactions and obtain a hearing before the Court in respect of this Agreement, the DIP Loan Agreement and related transactions, and the Sale Order as promptly as practicable.

Commercially Reasonable Efforts. Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of this Agreement and applicable Law, the Parties shall parties agrees to use their respective 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 parties in doing, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective effective, in the most expeditious manner practicable, the Offer, 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 set forth in Exhibit A and Article VII 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 (including any acts, actions, nonactions, waivers, consents, approvals and steps in respect of Chapter 80B of the Minnesota Statutes), 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 and any similar filings in other jurisdictions that counsel for Parent reasonably deems necessary, in each case as soon promptly as practicable after the date of this Agreement. 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 and any similar filings in other jurisdictions, to request early termination of the waiting period required by the HSR Act and the laws of any other jurisdiction where an antitrust notification is made, and, if requested, to promptly amend or furnish additional information thereunder. Each of Parent and the Company agrees that, during the term of this Agreement, it will not withdraw its filing under the HSR Act or any other similar filings in other jurisdictions without the written consent of the other party. The parties agree to cooperate and to use their respective reasonable commercial efforts to respond to any requests for information from a Governmental Entity as promptly as practicable. Each party shall (i) give the other parties hereto prompt notice upon obtaining knowledge of the making or commencement of any request, including such actions inquiry, investigation, action or things as legal proceeding by or before any other Party may reasonably request in order Governmental Entity with respect to cause the Offer, the Merger or any of the conditions other transactions contemplated by this Agreement, (ii) keep the other parties hereto informed as to the status of any such request, inquiry, investigation, action or legal proceeding, (iii) promptly inform the other Party’s obligation parties hereto of any communication to consummate such or from the U.S. Federal Trade Commission, the U.S. Department of Justice, any foreign competition authority or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions specified in ARTICLE VII contemplated by this Agreement and (iv) subject to be fully satisfied. Buyers the terms of Section 6.02, use commercially reasonable efforts to furnish to each other all information required for any filing, form, declaration, notification, registration and their Affiliates shall notice, other than confidential or proprietary information not enter into any agreement or complete any transactions that would reasonably be expected directly related to delay, hinder or prohibit the consummation of the transactions contemplated herebyby this Agreement. The parties will consult and cooperate with one another, including causing and consider in good faith the failure views of one another, in connection with any request or additional request for additional information or documentary material pursuant to Section 7A(e) of the closing conditions set forth HSR Act or in ARTICLE VII to be satisfiedconnection with any other legal investigation, action or proceeding. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “Each party shall use commercially reasonable efforts,” Buyers shallefforts to comply promptly with a Request for Additional Information pursuant to 15 U.S.C. Section 18a(e)(1). The Company and its Board of Directors shall (1) use commercially reasonable efforts to ensure that no state takeover statute or 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 (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement, use commercially reasonable efforts to ensure that the Offer, 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 this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement. Nothing in this Agreement shall cause be deemed to require Parent to agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent, the Company or any of their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebySubsidiaries.

Commercially Reasonable Efforts. Subject (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement and applicable LawAgreement, the Parties Company and Parent shall use their respective commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise Legal Requirements to consummate and make effective the transactions contemplated by this Agreement as soon promptly as practicablepracticable after the date hereof. (b) Prior to the Closing, including each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other party (or its counsel) copies of, all filings made by such actions party with any Governmental Entity or things as any other Party may reasonably request information supplied by such party to a Governmental Entity in order to cause connection with this Agreement and the transactions hereunder. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the conditions transactions under this Agreement unless otherwise prohibited by Legal Requirements. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Government Authority with respect to the transactions under this Agreement, then such other Party’s obligation party shall endeavor in good faith to consummate such transactions specified in ARTICLE VII make, or cause to be fully satisfiedmade, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Buyers and their Affiliates To the extent that transfers, amendments or modifications of Permits are required as a result of the execution of this Agreement or consummation of the transactions hereunder, the Company shall not enter into use its reasonable best efforts to effect such transfers at the Closing. (c) No party hereto shall take any agreement or complete any transactions action after the date hereof that would reasonably be expected to delaymaterially delay the obtaining of, hinder or prohibit the consummation of result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be contained prior to Closing. (d) The Company and Parent shall give any notices to third parties, and use reasonable best efforts to obtain any Consents (i) necessary, proper or advisable to consummate the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII this Agreement or (ii) required to be satisfieddisclosed in the Disclosure Schedule. Buyers acknowledge thatIn the event that either party shall fail to obtain any Consent described in the immediately preceding sentence, for purposes of Section 6.4 only, for purposes of using its “commercially such party shall use all reasonable efforts,” Buyers shall, and shall cause take any such actions reasonably requested by the other party hereto, to minimize any adverse effect upon the Company and/or Parent and their respective directorsbusinesses resulting, officersor which would reasonably be expected to result after the Closing, Affiliates, employees, agents, attorneys, accountants and representatives from the failure to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebyobtain such Consent.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions provided herein, during the period commencing on the date hereof and ending at the earlier of (x) the Closing Date and (y) termination of this Agreement and applicable Lawpursuant to Section 9.1, (i) the Parties Purchasers shall use their respective commercially reasonable efforts to take, or cause to be taken, all actionsappropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective effective, in the most expeditious manner practicable, the Offers and the other transactions contemplated by this Agreement as soon as hereby and (ii) the Sellers shall use their commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary or proper to consummate and make effective, in the most expeditious manner practicable, including such actions or things as any other Party may reasonably request in order to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated hereby. (b) The Verizon Selling Shareholders and Vodafone hereby acknowledge that the Purchasers intend to enter into discussions and negotiations with the holders of the notes issued pursuant to the Indenture, the holders of the notes issued pursuant to the Opco Indenture, the lenders party to the Opco Credit Agreement and other creditors of the Company and/or any of its Subsidiaries in connection with a possible restructuring of the obligations of the Company and/or its Subsidiaries (the "Restructuring"). During the period commencing on the date hereof and ending at the earlier of (x) the Closing Date and (y) termination of this Agreement pursuant to Section 9.1, the Verizon Selling Shareholders and Vodafone shall use their commercially reasonable efforts to facilitate the pursuit of the Purchasers' strategies or negotiating positions in connection with the Restructuring; provided, however, that the foregoing (x) shall not require the expenditure of money by, or the guarantee of any obligations of any other Person by, any of the Verizon Selling Shareholders and/or any of their Affiliates or Vodafone and/or any of its Affiliates, (y) shall not result in a material cost to the Company and/or any of its Subsidiaries or otherwise have a material adverse effect on the business of the Company or any of its Subsidiaries and (z) shall not contravene any applicable laws or regulations. (c) During the period commencing on the date hereof and ending at the earlier of (w) the Closing Date and (x) the termination of this Agreement pursuant to Section 9.1, the Sellers shall not, and shall use their commercially reasonable efforts to cause (i) their respective Affiliates' and the Sellers' and their respective Affiliates' officers, directors, representatives and agents and (ii) the Company and its Subsidiaries and the Company's and its Subsidiaries' respective officers, directors, representatives and agents not to, conduct any negotiations, meetings or other substantive discussions with (y) any of the holders of the notes issued pursuant to the Indenture, the holders of the notes issued pursuant to the Opco Indenture or the lenders party to the Opco Credit Agreement (or any officers, directors, representatives or agents of such holders or lenders) or (z) any other creditor of the Company and/or its Subsidiaries owed in excess of $1,000,000 by the Company and/or any of its Subsidiaries (or any officers, directors, representatives or agents of such other creditors), unless, in each case, the Purchasers shall have received reasonable prior notice of such negotiations, meetings or other substantive discussions and the Purchasers (and their respective officers, directors, representatives and agents) shall have been given the opportunity to participate therein (but shall have no authority to make any decision binding upon the Company and/or any of its Subsidiaries).

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement and applicable Law, the Parties (a) The Company shall use their respective commercially reasonable efforts to takecause the conditions set forth in Sections 8.01 and 8.02 to be satisfied on a timely basis, and Parent and Merger Sub shall use commercially reasonable efforts to cause the conditions set forth in Sections 8.01 and 8.03 to be satisfied on a timely basis. (b) As promptly as practicable after the execution of this Agreement, each party to this Agreement (i) shall make all filings and give all notices reasonably required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, and (ii) shall use all commercially reasonable efforts to obtain all Consents required to be obtained (pursuant to any Applicable Law or Contract, or cause otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. Each party shall, upon request of another party and to be takenthe extent permitted by Applicable Law or applicable Contracts, all actionspromptly deliver to such other party a copy of each such filing made, each such notice given and each such Consent obtained by it. Without limiting the generality of the foregoing, the parties shall cooperate with, and to do, or cause to be done, do all things reasonably necessaryrequested to assist, proper one another in the prompt preparation and filing (which filings shall occur no later than ten (10) days after the date hereof) of any filings required under the HSR Act. The Parties shall keep each other apprised of the status of any communications with, and any inquiries or advisable requests for additional information from the United States Federal Trade Commission, the United States Department of Justice and any other applicable Governmental Authority and shall comply promptly with any such inquiry or request and shall promptly provide any supplemental information requested in connection with the filings made hereunder pursuant to the HSR Act or such other Applicable Law. Each party shall use its commercially reasonable efforts to obtain expiration or termination of the waiting period under applicable Laws and regulations the HSR Act; provided that notwithstanding the foregoing, or any other covenant herein contained, in connection with the expiration or termination of the waiting period under the HSR Act or receipt of any Consent from any Governmental Authority under the HSR Act or under any other Applicable Law, neither the Parent nor any of its Subsidiaries shall be required to divest, sell, license or hold separate material portions of their respective businesses, product lines, properties or assets, or otherwise take or commit to consummate take any action that materially restricts its rights with respect to any of its businesses, product lines, properties or assets, or its ability to retain itself as an entity. Filing fees required in connection with any filings under the HSR Act and make effective fees required to be paid to any other Governmental Authority for which Parent would be responsible for payment under Applicable Law shall be borne by Parent. (c) As promptly as practicable after the execution of this Agreement, the parties shall prepare, prefile, then no earlier than five (5) Business Days thereafter, file with CFIUS a joint voluntary notice pursuant to the Exon-Xxxxxx Amendment to the Defense Production Act of 1950, 50 U.S.C. app. § 2170, as amended (“Exon-Xxxxxx”) with respect to the transactions contemplated by this Agreement. Each party to this Agreement shall provide CFIUS with any additional or supplemental information requested by CFIUS or its member agencies during the Exon-Xxxxxx review process as soon promptly as practicable, including such actions or things as any other Party may reasonably request and in order to cause any all cases within the amount of the conditions to such other Party’s obligation to consummate such transactions specified time allowed by CFIUS. The parties, in ARTICLE VII to be fully satisfied. Buyers and their Affiliates cooperation with each other, shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “take all commercially reasonable efforts,” Buyers shallsteps advisable, necessary or desirable to finally and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or successfully complete the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebyExon-Xxxxxx review process as promptly as practicable.

Commercially Reasonable Efforts. Subject to (a) Without in any way limiting any other respective obligation of the terms and conditions of Parent or any Backstop Party in this Agreement or the RSA (including Parent’s right to solicit, develop, negotiate and applicable Lawenter into any Payout Event Proposal), the Parties each Party shall use (and each of the Parent and Stores shall cause the Subsidiaries and their respective representatives to use) commercially reasonable efforts to take, take or cause to be taken, taken all actions, and to do, do or cause to be donedone all things, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise 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 soon promptly as practicablepracticable all consents, including such actions registrations, approvals, permits and authorizations necessary or things as any other Party may reasonably request in order to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII advisable to be fully satisfied. Buyers and their Affiliates shall not enter into obtained from any agreement third party or complete Governmental Entity; (ii) defending any transactions that would reasonably be expected to delayLegal Proceedings in any way challenging (A) this Agreement, hinder the Plan or prohibit the Definitive Documentation, (B) the Confirmation Order or (C) the consummation of the transactions contemplated herebyhereby and thereby, including causing the failure of the closing conditions set forth in ARTICLE VII seeking to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents have any stay or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, temporary restraining order entered by any Governmental Authority Entity vacated or reversed; and (iii) working together in good faith to finalize the Reorganized Claire’s organizational documents, the Definitive Documentation and all other Person, documents relating thereto for timely inclusion in the Plan and filing with the Bankruptcy Court. (b) defending against all Actions challenging Each of the Parent and Stores shall cause each of its Subsidiaries, whether a Party to this Agreement or not, to comply with the consummation terms of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebythis Agreement.

Commercially Reasonable Efforts. Subject to (a) For the terms and conditions purposes of this Agreement and applicable LawClosing, (i) the Parties Seller shall use their respective commercially reasonable efforts to take, or cause the conditions set forth in Section 6.01 and Section 6.02 to be takensatisfied, all actionsbut subject to any waiver thereof, and to do, or cause at Closing to be donesatisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied as soon as possible after the date hereof; and (ii) the Purchaser shall use commercially reasonable efforts to cause the conditions set forth in Section 6.01 and Section 6.03 to be satisfied, but subject to any waiver thereof, at Closing to be satisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied as soon as possible after the date hereof. (b) As promptly as practicable after the execution of this Agreement, each Party to this Agreement (i) shall make all things filings and give all notices reasonably necessary, proper or advisable under applicable Laws required to be made and regulations or otherwise to consummate and make effective given by such Party in connection with the transactions contemplated by this Agreement as soon as practicableand (ii) shall use all commercially reasonable efforts to obtain all Consents required to be obtained (pursuant to any applicable Law or Contract, including or otherwise) by such actions Party in connection with the transactions contemplated by this Agreement. Each Party shall, upon request of another Party and to the extent permitted by applicable Law or things as any other Party may reasonably request in order to cause any of the conditions applicable Contracts, promptly deliver to such other Party’s obligation to consummate party a copy of each such transactions specified in ARTICLE VII to be fully satisfied. Buyers filing made, each such notice given and their Affiliates each such Consent obtained by it. (c) The Parties understand and agree that the commercially reasonable efforts of any party hereto shall not enter be deemed to include entering into any settlement, undertaking, consent decree, stipulation or agreement or complete with any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of Governmental Authority in connection with the transactions contemplated hereby. Notwithstanding anything herein to the contrary, including causing the failure of the closing conditions set forth in ARTICLE VII Seller shall not be required to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents contest or other permission defend any objections or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, oppositions raised by any Governmental Authority or other Personrelating to the matters contemplated by this Section 5.05, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated herebyalthough it may, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred at its sole discretion, elect to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebydo so.

Commercially Reasonable Efforts. Subject to (a) For the terms and conditions purposes of this Agreement and applicable LawPre-closing, (i) the Parties Company shall use their respective commercially reasonable efforts to take, or cause the conditions set forth in Section 6.01 that are to be takensatisfied, all actionsbut subject to any waiver thereof, at Pre-closing to be satisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied on or before June 8, 2017, and (ii) Purchaser shall use commercially reasonable efforts to do, or cause the conditions set forth in Section 6.02 that are to be donesatisfied, but subject to any waiver thereof, at Pre-closing to be satisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied on or before June 8, 2017. For the purposes of Closing, (i) the Company shall use commercially reasonable efforts to cause the conditions set forth in Section 6.01 that are to be satisfied, but subject to any waiver thereof, at Closing to be satisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied on or before the date which falls three (3) months after the Pre-closing Date, and (ii) Purchaser shall use commercially reasonable efforts to cause the conditions set forth in Section 6.02 that are to be satisfied, but subject to any waiver thereof, at Closing to be satisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied on or before the date which falls three (3) months after the Pre-closing Date. (b) As promptly as practicable after the execution of this Agreement, each Party to this Agreement (i) shall make all things filings and give all notices reasonably necessary, proper or advisable under applicable Laws required to be made and regulations or otherwise to consummate and make effective given by such Party in connection with the transactions contemplated by this Agreement as soon as practicableand (ii) shall use all commercially reasonable efforts to obtain all Consents required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement. Each Party shall, upon request of another Party and to the extent permitted by applicable Law or applicable Contracts, promptly deliver to such other party a copy of each such filing made, each such notice given and each such Consent obtained by it. (c) The Parties understand and agree that the commercially reasonable efforts of any party hereto shall not be deemed to include (i) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or (ii) divesting or otherwise holding separate (including such actions by establishing a trust or things as otherwise), or taking any other Party may reasonably request in order action (or otherwise agreeing to cause do any of the conditions foregoing), with respect to such other Party’s obligation any of its or its Subsidiaries’ or any of their respective Affiliates’ businesses, assets or properties. Notwithstanding anything herein to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates the contrary, Purchaser shall not enter into be required to contest or defend any agreement objections or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, oppositions raised by any Governmental Authority or other Personrelating to the matters contemplated by this Section 5.03, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated herebyalthough it may, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred at its sole discretion, elect to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebydo so.

Commercially Reasonable Efforts. Subject Tacoma Power and Rainier shall cooperate and use their respective commercially reasonable efforts to fulfill as promptly as practicable the conditions precedent to the terms other Party’s obligations hereunder and conditions of this Agreement and applicable Law, the Parties shall use their respective commercially reasonable efforts to takefulfill as promptly as practicable the conditions precedent to their obligations hereunder to the extent they have the ability to control the satisfaction of such obligations. Without limiting the generality of the foregoing, or cause to be taken, Tacoma Power and Rainier shall (i) make all actionsfilings and submissions required by Laws, and to do, or cause to be done, all things reasonably 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 under applicable Laws to permit consummation of the Transaction; ; and regulations (ii) use commercially reasonably efforts to perform the tasks set forth in the Transition Plan. (a) 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 otherwise desirable in order to evidence, consummate and make effective or implement expeditiously the transactions contemplated by this Agreement and to vest in Rainier good and marketable title to the Related Surplus Assets to the same extent as held by Tacoma Power, free and clear of all Encumbrances. (b) In furtherance and not in limitation of the foregoing, each of Rainier and Tacoma Power agrees to make as promptly as practicable, (i) appropriate filings with the FCC, and (ii) all other necessary filings with other Government Entities relating to the Transaction, and to use commercially reasonable efforts to cause the receipt of approvals under such other Laws or from such authorities or third parties as soon as practicable, including such actions . (c) Each of Tacoma Power and Rainier shall give (or things as any other Party may reasonably request in order to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives Affiliates to consult and fully cooperate with and provide reasonable assistance give) any notices to Sellers in (a) obtaining all necessary Consents or other permission or action bythird parties, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in generaluse, and cause their respective Affiliates to use, commercially reasonable efforts to obtain any third party (dexcluding Government Entities) consummating and making effective consents related to or required in connection with the transactions contemplated herebyTransaction.

Commercially Reasonable Efforts. Subject (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement and applicable LawAgreement, the Parties shall Purchaser and the Company, agree to use their respective commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessarynecessary and appropriate, proper or advisable under any applicable Laws and regulations or otherwise laws to consummate and make effective the transactions contemplated by this Agreement as soon promptly as practicablepracticable including, including but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or things as waivers by any other Party may reasonably request in order to cause any third party or Governmental Entity, and (ii) the satisfaction of the other parties' conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfiedClosing. Buyers and their Affiliates In addition, no party hereto shall not enter into take any agreement or complete any transactions action after the date hereof that would reasonably be expected to delaymaterially delay the obtaining of, hinder or prohibit result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the acceptance for payment, and payment for, the Shares in the Offer or the Closing. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to and subject to such confidentiality agreements as may be reasonably necessary or requested, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreement. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement unless otherwise prohibited by law. If any party hereto or affiliate thereof receives a request for additional information or documentary material from any such Government Entity with respect to 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 other party, an appropriate response in compliance with such request. To the extent that transfers of permits or Environmental Permits are required as a result of execution of this Agreement or consummation of the transactions contemplated hereby, the Company shall use its commercially reasonable efforts to effect such transfers. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require the Purchaser to defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated hereby.

Commercially Reasonable Efforts. Subject to (a) For the terms and conditions purposes of this Agreement and applicable LawClosing, (i) the Parties Seller shall use their respective commercially reasonable efforts to take, or cause the conditions set forth in Section 6.01 and Section 6.02 to be takensatisfied, all actionsbut subject to any waiver thereof, and to do, or cause at Closing to be donesatisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied as soon as possible after the date hereof; and (ii) Purchaser shall use commercially reasonable efforts to cause the conditions set forth in Section 6.01 and Section 6.03 to be satisfied, but subject to any waiver thereof, at Closing to be satisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied as soon as possible after the date hereof. (b) As promptly as practicable after the execution of this Agreement, each Party to this Agreement (i) shall make all things filings and give all notices reasonably necessary, proper or advisable under applicable Laws required to be made and regulations or otherwise to consummate and make effective given by such Party in connection with the transactions contemplated by this Agreement as soon as practicableand (ii) shall use all commercially reasonable efforts to obtain all Consents required to be obtained (pursuant to any applicable Law or Contract, including or otherwise) by such actions Party in connection with the transactions contemplated by this Agreement. Each Party shall, upon request of another Party and to the extent permitted by applicable Law or things as any other Party may reasonably request in order to cause any of the conditions applicable Contracts, promptly deliver to such other Party’s obligation to consummate party a copy of each such transactions specified in ARTICLE VII to be fully satisfied. Buyers filing made, each such notice given and their Affiliates each such Consent obtained by it. (c) The Parties understand and agree that the commercially reasonable efforts of any party hereto shall not enter be deemed to include entering into any settlement, undertaking, consent decree, stipulation or agreement or complete with any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of Governmental Authority in connection with the transactions contemplated hereby. Notwithstanding anything herein to the contrary, including causing the failure of the closing conditions set forth in ARTICLE VII Purchaser shall not be required to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents contest or other permission defend any objections or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, oppositions raised by any Governmental Authority or other Personrelating to the matters contemplated by this Section 5.05, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated herebyalthough it may, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred at its sole discretion, elect to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebydo so.

Commercially Reasonable Efforts. Subject to the terms Parent and conditions of this Agreement Purchaser shall, and applicable Law, the Parties shall use their respective commercially reasonable efforts to cause their respective subsidiaries, to: (i) promptly, but no later than five (5) days after execution of this Agreement, make all filings and seek to obtain all authorizations (including, without limitation, all filings required under the HSR Act) required under all Applicable Laws with respect to this Agreement and the transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction) which would impair the ability of the Parties to consummate the transactions contemplated hereby; and (iii) promptly (x) take, or cause to be taken, all actions, other actions and to (y) do, or cause to be done, all other things reasonably necessary, proper or advisable under applicable Laws appropriate to satisfy the conditions set forth in Article V (unless waived) and regulations or otherwise to consummate and make effective the transactions contemplated by this Agreement as soon as practicableon the terms and conditions set forth herein (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation). Purchaser shall promptly notify Seller of any communication to Purchaser from any Governmental Authority in connection with any required filing with, including or approval or review by, such actions or things as any other Party may reasonably request Governmental Authority in order to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers connection with this Agreement and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth hereby and permit Seller to review in ARTICLE VII advance any proposed communication to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or in such connection to the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered extent permitted by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebyApplicable Law.

Commercially Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions herein provided, except as otherwise provided in this Agreement, and without limiting the obligations of this Agreement and applicable Lawthe parties under Section 4.6, each of the Parties shall parties hereto agrees to use their respective its commercially reasonable efforts to take, take or cause to be takentaken all action, all actions, and to do, do or cause to be done, done and to assist and cooperate with the other party hereto in doing all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, Buyer or any of their respective Affiliates shall be obligated to make any payments or otherwise pay any consideration to any third party to obtain any applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement and the Support Services Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement, then such party shall use its commercially reasonable efforts to make, or cause to be made, as soon as practicablepracticable and after consultation with the other party, including an appropriate response in compliance with such actions or things as any other Party may reasonably request in order to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebyrequest.

Commercially Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions of set forth in this Agreement (including those contained in this Section 7.08), each of the parties hereto will, and applicable LawParent will cause its Subsidiaries, the Parties shall including Merger Sub, to, use their respective 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 parties in doing, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective effective, and to satisfy all conditions to, in the transactions contemplated by this Agreement as soon as most expeditious manner practicable, including such actions or things as any other Party may reasonably request in order to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers Offer, the Merger and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing (i) the failure obtaining of all Permits, waivers, consents, approvals and actions or non-actions from Governmental Entities and the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes making of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents or other permission or action by, registrations and giving all necessary notices to and making all necessary filings (including filings with and applications and submissions to, any Governmental Authority or other Person, (bEntities) defending against all Actions challenging this Agreement or the consummation of necessary to consummate the transactions contemplated hereby, (cii) lifting the execution and delivery of any permanent additional instruments necessary to consummate the Offer, the Merger and to fully carry out the purposes of this Agreement, (iii) obtain all necessary or preliminary injunction or restraining order or other similar order issued or entered appropriate consents, waivers and approvals and provide all necessary notice under any Target Material Contracts reasonably requested to be obtained by any court or Governmental Authority (an “Injunction”Parent, including, without limitation, those consents, waivers, approvals and notices identified in Sections 5.3(b) and 5.3(c) of any type referred the Disclosure Schedules. The Target and Parent will, and Parent will cause its Subsidiaries, including Merger Sub, to, subject to applicable Law, promptly (y) cooperate and coordinate with the other in Section 7.1(athe taking of the actions contemplated by clauses (i), (ii) and Section 7.1(c(iii) in general, immediately above and (dz) consummating and making effective supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. If the Target or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated herebyby this Agreement, then it will 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 compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity and subject to all privileges (including the attorney client privilege), 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, to the Knowledge of Target, threatened to be instituted) by a Governmental Entity or Third Party challenging the Offer, the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby and/or against Target’s directors or officers, (collectively, “Transaction Litigation”) the Target shall promptly notify Parent of such Transaction Litigation (or, to the Knowledge of Target, threatened Transaction Litigation) and shall keep Parent reasonably informed with respect to the status thereof (subject to all applicable Law and all privileges, including the attorney client privilege). The Target will use commercially reasonable 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 transactions contemplated by this Agreement. The Target shall give Parent the opportunity to participate in the defense of any such litigation at Parent’s cost, and the Target shall give due consideration to Parent’s advice with respect to such litigation. Notwithstanding anything to the contrary contained herein, the Target shall not settle or enter into any negotiations or settlement of any such litigation without the prior written consent of Parent (which consent shall not be unreasonably conditioned, withheld or delayed). Notwithstanding anything in this Agreement to the contrary, none of Parent, Merger Sub or any of their Affiliates will be required to defend any Transaction Litigation, or to take any action to have vacated, lifted, reversed or overturned any Order, in connection with any such Transaction Litigation; provided, that Parent and Merger Sub will cooperate as reasonably requested by Target in connection with any such Transaction Litigation. (c) Notwithstanding anything to the contrary set forth in this Agreement, neither the Target nor Parent, Merger Sub or any of their Subsidiaries will be required to, and the Target may not, without the prior written consent of Parent, 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 (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Target (other than in the ordinary course of business), 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 Target (other than in the ordinary course of business), 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 Target (other than in the ordinary course of business), the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries; provided that, if requested by Parent, the Target will become subject to, consent to, or offer or agree to, or otherwise take any action with respect 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 Target in the event the Closing occurs.

Commercially Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions of this Agreement and applicable LawAgreement, each of the Parties parties hereto shall use their respective commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Collateral Agreements as soon promptly as practicable, including (i) the prompt preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the Collateral Agreements and the taking of such commercially reasonable actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or things as waivers by any Governmental Authority or any other Party may reasonably request in order Person and (ii) using its reasonable best efforts to cause the satisfaction of all conditions to Closing. Each party shall promptly consult with the other with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Authority or any other Person or any other information supplied by such party to a Governmental Authority or any other Person in connection with this Agreement and the transactions contemplated by this Agreement, as the same may be disclosed without (i) violating any legal constraints or any legal obligation, (ii) waiving any attorney/client work product or like privilege or (iii) disclosing information about the activities of Seller that is not related to Purchaser or the operation of the conditions to such Business or the Transferred Assets or Assumed Liabilities. (b) Each party hereto shall promptly inform the other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into of any agreement or complete communication from any transactions that would reasonably be expected to delay, hinder or prohibit the consummation Governmental Authority regarding any of the transactions contemplated hereby, including causing by this Agreement and the failure of the closing conditions set forth in ARTICLE VII to be satisfiedCollateral Agreements. Buyers acknowledge that, If any party or Affiliate thereof receives a request for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents additional information or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, documentary material from any such Governmental Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of with respect to the transactions contemplated herebyby this Agreement, (c) lifting 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, an appropriate response in compliance with such request. Nothing herein shall require any permanent party to waive any substantial rights or preliminary injunction agree to any substantial limitation on its operations or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) to divest itself of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebyassets.

Commercially Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions hereof, each of this Agreement and applicable Law, the Parties shall parties hereto agrees to use their respective commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective the transactions contemplated by this Agreement as soon as practicableand shall use commercially reasonable efforts to promptly obtain all waivers, Permits and Consents which are in the reasonable opinion of the Seller or the Purchaser necessary or desirable in connection with the transactions contemplated by this Agreement, including filings to the extent required under any applicable competition laws, whether state, national or international (including without limitation, under the HSR Act and the European Commission Directorate-General for Competition Law). In seeking to obtain such actions waivers, Permits and Consents which are required under the HSR Act or things as any other Party may reasonably request applicable competition law, the parties hereto will consult and cooperate with one another, and consider in order good faith the views of 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 proceedings under or relating to cause the HSR Act or any other applicable competition law; provided, however, that (x) the Purchaser shall be entitled to direct any such proceedings or negotiations related to any of the conditions foregoing and (y) the Purchaser shall not be required to agree to any condition, restriction or undertaking required to obtain such waiver, Permit or Consent. The Purchaser and the Seller may, as each deems advisable and as is reasonable, designate any competitively sensitive information provided to the other Party’s obligation under this Section 5.6(a) as "outside counsel only," in which case such material and the information contained therein will be given only to consummate the outside legal counsel of the recipient and will not be disclosed by such transactions specified outside counsel to the employees, officers or directors of the recipient unless express permission is obtained in ARTICLE VII advance from the source of the materials (the Purchaser or the Seller, as the case may be) or its outside legal counsel. (b) Each of the parties hereto agrees to use commercially reasonable efforts to take, or cause to be fully satisfied. Buyers taken, all actions and their Affiliates shall not enter into to do, or cause to be done, all things necessary, proper or advisable to comply with any agreement or complete any transactions that would reasonably be expected state property transfer statutes to delay, hinder or prohibit the consummation of extent applicable to the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII hereby and to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred hereby to be effected in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebycompliance with such statutes.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement and applicable Law, each of the Parties hereto shall use their respective its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, 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 obligation to consummate such transactions specified in ARTICLE Article VII to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit Without limiting the consummation generality of the transactions contemplated herebyforegoing, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, Parties shall (and shall cause their respective directors, officersofficers and Subsidiaries, and use their commercially reasonable efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives representatives) to consult and fully cooperate with and provide reasonable assistance to Sellers each other in (ai) obtaining all necessary Consents (including Consents set forth on Schedule 3.2 and Schedule 3.5) or other permission or action by, and giving all necessary notices to and making all necessary filings filings, meetings or appearances with and applications and submissions to, any Governmental Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (cii) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (diii) consummating and making effective the transactions contemplated hereby. Neither Buyer and its Affiliates on the one hand, nor Seller and its Affiliates on the other hand, shall enter into or complete any transactions that could reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in Article VII to be satisfied.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement Agreement, each party hereto shall cooperate with the other party and applicable Law, the Parties shall use their its respective commercially reasonable efforts to promptly (i) take, or cause to be taken, all actions, actions and to do, or cause to be done, all things reasonably things, necessary, proper or advisable under applicable Laws to cause the conditions to Closing to be satisfied as promptly as practicable and regulations or otherwise to consummate and make effective effective, in the transactions contemplated by this Agreement as soon as most expeditious manner practicable, the Transactions, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including, to the extent determined necessary, any filings under applicable Antitrust Laws) and (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions. For purposes hereof, “Antitrust Laws” means the 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 through merger or acquisition. (b) Each party hereto shall use its commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party and (ii) keep the other party informed in all material respects and on a reasonably timely basis of any material communication received by such actions party from, or things as given by such party to any other Party may reasonably request Governmental Authority and of any material communication received or given in order to cause connection with any proceeding by a private party, in each case regarding any of the conditions Transactions. Subject to applicable Laws relating to the exchange of information, each party hereto shall have the right to review in advance and to the extent practicable each will consult the other party on, all the information relating to the other party and its Affiliates, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority in connection with the Transactions. Each party shall have the right to attend conferences and meetings between another party and regulators concerning the Transactions. In this regard, the party requesting any such conference or meeting with a regulator shall, to the extent practicable, notify the other Party’s obligation party at least three (3) Business Days in advance of such conference or meeting. (c) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.2, each party hereto shall use its commercially reasonable efforts to consummate resolve such transactions specified in ARTICLE VII objections, if any, as may be asserted by a Governmental Authority or other Person with respect to be fully satisfiedthe Transactions. Buyers and their Affiliates Without limiting any other provision hereof, each party shall not enter into use its commercially reasonable efforts to (i) avoid the entry of, or to have vacated or terminated, any agreement decree, order or complete any transactions judgment that would reasonably be expected to delayrestrain, hinder prevent or prohibit delay the consummation of the transactions contemplated herebyTransactions, including causing on or before the failure of the closing conditions set forth in ARTICLE VII Walk-Away Date, provided, however, that such party shall not be required to defend through litigation any claim asserted by any Person and (ii) avoid or eliminate each and every impediment under any Antitrust Law that may be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, asserted by any Governmental Authority or other Person, (b) defending against all Actions challenging this Agreement or with respect to the Transactions so as to enable the consummation of the transactions contemplated hereby, Transactions to occur as soon as reasonably possible (c) lifting and in any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and event no later than the Walk-Away Date). (d) consummating and making effective Notwithstanding anything to the transactions contemplated herebycontrary contained in this Agreement, commercially reasonable efforts shall not require the party undertaking such efforts to pay any form of compensation or other consideration or create an obligation to enter into or modify any form of relationship, arrangement or agreement with any third party.

Commercially Reasonable Efforts. Subject to Except in circumstances in which the terms and conditions duties of the parties hereto under this Agreement and are specifically described herein, subject to applicable Law, each of the Parties parties shall act in good faith and use their respective commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate the Transactions at the earliest practicable date. In furtherance and not in limitation of the foregoing, (a) to the extent required of a party hereto pursuant to the HSR Act, such party shall make effective an appropriate filing (together with the transactions contemplated by payment of any required fees) of a Notification and Report Form with respect to the Transactions as promptly as practicable (and in any event within ten (10) Business Days of the date hereof provided that all necessary information required from any other party for such filing is timely provided) and shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use its commercially reasonable efforts to take, or cause to be taken, all other actions consistent with this Agreement Section necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, including such actions or things as any other Party may reasonably request practicable and (b) except in order to cause any circumstances in which the duties of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delayparties hereto under this Agreement are specifically described herein, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers parties shall, and shall cause their respective directorsAffiliates to use their respective commercially reasonable efforts to obtain all other consents, officersapprovals, Affiliateswaivers, employeeslicenses, agentspermits, attorneysauthorizations, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents registrations, qualifications or other permission or action permissions by, and giving give all necessary notices to to, and making make all necessary filings with and applications and submissions to, any other Governmental Authority or other PersonPerson required for such party to consummate the Transactions as promptly as reasonably practicable. The parties shall each keep each other reasonably apprised of the status of material matters relating to the completion of the Transactions. Each of the Investors and the Company shall, in connection with the efforts referenced above in this Section to obtain all requisite approvals and authorizations for the Transactions, use its commercially reasonable efforts to cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party. Except as expressly set forth elsewhere in this Agreement, including without limitation the obligation to pay required fees pursuant to the HSR Act as required by this Section and Section 5.11, under no circumstances shall the Investors be required to take any action that would materially and adversely affect the Investors, pay any amounts (b) defending against all Actions challenging this Agreement other than the payment of routine and immaterial filing fees and expenses and fees of counsel), make any financial accommodations, dispose of any assets or agree to do any of the foregoing with respect to consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions, filings, applications or submissions required to be obtained by the Company. Notwithstanding anything to the contrary contained herein, neither the Investors nor their Affiliates will be required or obligated to commence any litigation or divest or hold separate any business or assets in connection with the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebythis Agreement.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement and subject to the fiduciary duties under applicable Lawlaw of the directors of the Company (as determined by such directors in good faith), the Parties shall Company and Parent will use their respective commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws laws and regulations or otherwise to consummate the transactions contemplated by this Agreement, including but not limited to making all filings with the SEC necessary to consummate such transactions and make effective to assist Parent and cooperate in all respects with Parent and the Bank and the other lenders in order for Parent to establish its contemplated debt financing arrangements under the Commitment Letter. In furtherance and not in limitation of the foregoing, each of Parent and Company agrees to make, if required, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten 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 take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (b) In connection with the efforts referenced in Section 8.01(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement as soon as practicableunder the HSR Act or any other Antitrust Law, each of Parent and Company shall use all 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 such actions or things as any other Party may reasonably request in order to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Personproceeding initiated by a private party, (bii) defending against keep the other party informed in all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) material respects of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated hereby.material

Commercially Reasonable Efforts. Subject to (a) Without in any way limiting any other obligation of the Issuer or the Investor in this Agreement, upon the terms and subject to the conditions of this Agreement and applicable Lawset forth herein, the Parties each Party shall use their respective 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 Parties in doing, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective the transactions contemplated by this Agreement as soon as practicableAgreement, including such using commercially reasonable efforts to: (i) obtain all necessary actions or things as nonactions, waivers, consents, approvals, Orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including any filings required under the Securities Act, the Exchange Act, any applicable U.S. state or securities or “blue sky” laws and the securities laws of any foreign country, or under any other Party may reasonably request in order Law relating to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated herebyby this Agreement, including causing any filings required under the failure NASDAQ Rules or the Polish Securities Laws, and any other registrations, declarations and filings with any other Governmental Entities, if any) (ii) obtain all necessary consents, approvals or waivers from third parties and (iii) execute and deliver of any additional instruments necessary to consummate the transactions and to fully carry out the purposes of this Agreement. (b) Subject to applicable Laws relating to the exchange of information, the Issuer and the Investor shall have the right to review in advance, and to the extent practicable each will consult with the other on all of the closing conditions set forth in ARTICLE VII information relating to be satisfied. Buyers acknowledge thatthe Issuer or the Investor, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shallas the case may be, and shall cause any of their respective directorsSubsidiaries, officersthat appears in any Filing made with, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions written materials submitted to, any third party and/or any Governmental Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of Entity in connection with the transactions contemplated herebyby this Agreement. In exercising the rights contained in this Section 8.2(b), the Issuer and the Investor shall act reasonably and as promptly as practicable. (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to Nothing contained in Section 7.1(a8.1 or this Section 8.2 shall limit the ability of the Investor to consult with the Issuer and the other Debtors, to appear and be heard, or to file objections, concerning any matter arising in any Bankruptcy Proceedings, so long as such consultation, appearance or objection does not violate (i) the Investor’s obligations hereunder or (ii) the terms of the Plan and Section 7.1(c) in general, and (d) consummating and making effective the other transactions contemplated herebyhereby and the Plan.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement Agreement, Buyer, Parent and applicable Law, the Parties shall Company will use their respective all commercially reasonable efforts to take, or cause to be taken, all actions, necessary or appropriate actions and to do, or cause to be done, all things reasonably necessary, proper necessary or advisable under applicable Laws appropriate to satisfy the conditions to closing set forth in Article 8 hereof and regulations or otherwise to consummate the Transactions on the terms and make effective the transactions contemplated by conditions set forth in this Agreement including, without limitation, to use commercially reasonable efforts to cooperate with the Company in pursuing the sale of the Senior Subordinated Notes, obtaining funding under the Facilities, obtaining the Required Consent and any other consents necessary to be obtained prior to and after the Closing Date. Parent shall assist Buyer and the Company and cooperate with Buyer and the Company, the Bank and the other lenders under the Facilities in order for Buyer to establish its contemplated debt financing arrangements and obtain the Required Amount thereunder. In furtherance and not in limitation of the foregoing, Buyer agrees to make, if required, 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 15 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 take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (b) In connection with the efforts referenced in Section 7.01(a) to obtain all requisite approvals and authorizations for the Transactions under any other Antitrust Law, each of Buyer, Parent and the Company shall use all 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 party, (ii) keep the other parties informed in all material respects of any material communication received by such actions party from, or things as given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other Party may reasonably request Governmental Authority and of any material communication received or given in order to cause connection with any proceeding by a private party, in each case regarding any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in generalTransactions, and (diii) consummating permit the other parties to review any material communication given by it to, and making effective consult with each other in advance of any meeting or conference with, the transactions contemplated herebyFTC, the DOJ or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement and applicable Lawherein provided, the Parties shall Purchaser agrees to use their respective commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective as promptly as practicable the Merger, including, but not limited to: (i) as promptly as practicable, obtaining all Consents from Governmental Authorities and other third parties (for which Purchaser would need to obtain Consent) required for the consummation of the Merger and (ii) consulting and cooperating with, providing assistance to and furnishing information reasonably requested by the Company in preparation and filing with the SEC of the Proxy Statement and all necessary amendments and supplements thereto. Upon the terms and subject to the conditions hereof, Purchaser 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 conditions to the consummation of the Merger to be satisfied by Purchaser. (b) Purchaser shall use commercially reasonable efforts to have any Law or injunction (whether temporary, preliminary or permanent) that shall have been enacted, entered, promulgated or enforced by any court or other Governmental Authority, which makes illegal, prohibits or prevents the consummation of the Merger or the other transactions contemplated by this Agreement as soon as practicableand which has not been vacated, including such actions dismissed or things as any other Party may reasonably request in order withdrawn prior to cause any the Closing Date of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement foregoing, vacated, dismissed or complete any transactions that would reasonably be expected to delay, hinder or prohibit withdrawn by the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebyClosing Date.

Commercially Reasonable Efforts. Subject to (a) For the terms and conditions purposes of this Agreement and applicable LawClosing, (i) the Parties Seller shall use their respective commercially reasonable efforts to take, or cause the conditions set forth in Section 6.01 and Section 6.02 to be takensatisfied, all actionsbut subject to any waiver thereof, and to do, or cause at Closing to be donesatisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied as soon as possible after the date hereof; and (ii) the Purchaser shall use commercially reasonable efforts to cause the conditions set forth in Section 6.01 and Section 6.03 to be satisfied, but subject to any waiver thereof, at Closing to be satisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied as soon as possible after the date hereof. (b) As promptly as practicable after the execution of this Agreement, each Party to this Agreement (i) shall make all things filings and give all notices reasonably necessary, proper or advisable under applicable Laws required to be made and regulations or otherwise to consummate and make effective given by such Party in connection with the transactions contemplated by this Agreement as soon as practicableand (ii) shall use all commercially reasonable efforts to obtain all Consents required to be obtained (pursuant to any applicable Law or Contract, including or otherwise) by such actions Party in connection with the transactions contemplated by this Agreement. Each Party shall, upon request of another Party and to the extent permitted by applicable Law or things as any other Party may reasonably request in order to cause any of the conditions applicable Contracts, promptly deliver to such other Party’s obligation to consummate party a copy of each such transactions specified in ARTICLE VII to be fully satisfied. Buyers filing made, each such notice given and their Affiliates each such Consent obtained by it. (c) The Parties understand and agree that the commercially reasonable efforts of any party hereto shall not enter be deemed to include entering into any settlement, undertaking, consent decree, stipulation or agreement or complete with any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of Governmental Authority in connection with the transactions contemplated hereby. Notwithstanding anything herein to the contrary, including causing the failure of the closing conditions set forth in ARTICLE VII Seller shall not be required to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents contest or other permission defend any objections or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, oppositions raised by any Governmental Authority or other Personrelating to the matters contemplated by this Section 5.02, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated herebyalthough it may, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred at its sole discretion, elect to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebydo so.

Commercially Reasonable Efforts. Subject to On the terms and subject to the conditions set forth in this Agreement, each of this Agreement Buyer and applicable Law, the Parties shall Seller will use their respective its commercially reasonable efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective effective, in the most expeditious manner practicable, the Transactions and the other transactions contemplated by this Agreement the other Transaction Agreements, including using commercially reasonable efforts to (a) cause the conditions set forth in Section 3.4 to be satisfied as soon as practicablepracticable after the date of this Agreement; (b) obtain all necessary or appropriate consents, including such actions or things as waivers and approvals under any other Party may reasonably request Transferred Permits in order to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers connection with this Agreement and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the Transactions and the other transactions contemplated hereby, including causing by the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, other Transaction Agreements; and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (ac) obtaining obtain all necessary Consents or other permission or action byactions, waivers, consents, approvals, Orders and giving authorizations from Governmental Authorities and make all necessary notices to registrations, declarations and making all necessary filings (including registrations, declarations and filings with and applications and submissions toGovernmental Authorities, any Governmental Authority or other Personif any); provided, however, that in the case of clause (b) defending against all Actions challenging this Agreement and clause (c), in no event will Seller or any of its Subsidiaries be required to (i) pay or agree to pay any amounts or other consideration, (ii) agree to the imposition of any limitation or obligation on its business or operations, (iii) provide or agree to provide any additional security (including a guaranty) or (iv) agree to any modifications of existing Contracts or the consummation of entry into any new Contracts for such actions, non-actions, waivers, consents, approvals, Orders and authorizations from Governmental Authorities or suffer or agree to suffer the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) loss of any type referred to right or benefit in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebyconnection therewith.

Commercially Reasonable Efforts. Subject to (a) Without in any way limiting any other respective obligation of the terms and conditions of Company or any Investor in this Agreement and applicable LawAgreement, the Parties Company shall use their respective (and shall cause its Subsidiaries to use), and each Investor shall use, commercially reasonable efforts to take, take or cause to be taken, taken all actions, and to do, do or cause to be donedone all things, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise in order to consummate and make effective the transactions contemplated by this Agreement as soon as practicableand 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 actions party and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or things as any other Party may reasonably request in order to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII advisable to be fully satisfied. Buyers and their Affiliates shall not enter into obtained from any agreement third party or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in Governmental Entity; and (a) obtaining all necessary Consents 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 Authority or other Person, (bii) defending against all Actions any Legal Proceedings challenging this Agreement, the Rights Offering Sub-Plan or any Transaction Agreement or the consummation of the transactions contemplated herebyhereby and thereby, including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed. (b) Subject to applicable Laws relating to the exchange of information, the Investors and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other on all of the information relating to Investors or the Company, as the case may be, and any of their respective 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 transactions contemplated by this Agreement or the Rights Offering Sub- Plan. In exercising the foregoing rights, each of the Company and the Investors shall act reasonably and as promptly as practicable. (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) Nothing contained herein this Section 7.14 shall limit the ability of any type referred Investor to consult with the Debtors, to appear and be heard, or to file objections, concerning any matter arising in Section 7.1(athe Proceedings, so long as such consultation, appearance or objection is not inconsistent with (i) such Investor’s obligations hereunder or (ii) the terms of the Rights Offering Sub-Plan and Section 7.1(c) in general, and (d) consummating and making effective the other transactions contemplated herebyby and in accordance with this Agreement and the Rights Offering Sub-Plan.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement and applicable Law, each of the Parties Sellers and the Purchaser shall use their respective commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective the transactions contemplated by this Agreement hereby as soon as practicable. Without limiting the foregoing, including such actions or things as any other Party may reasonably request in order to cause any each of the conditions to such Sellers, on the one hand and on behalf of any Company, and the Purchaser, on the other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and hand, shall use their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shallefforts to (to the extent not already obtained or completed) (i) obtain all Consents, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents Permits or other permission or action Orders by, and giving give all necessary notices to to, and making make all necessary filings with Filings with, and applications and submissions to, any Governmental Authority Entity or other Person, (b) defending against all Actions challenging this Agreement including in respect of, or as required by, applicable antitrust Laws, necessary in connection with the consummation of the transactions contemplated hereby as soon as reasonably practicable; and (ii) provide all such information concerning such party (or, in the case of any Seller, such Company) as may be necessary or reasonably requested in connection with any of the foregoing. No later than three Business Days after the date hereof, the Purchaser shall file or cause to be filed, the application, documents and other materials required to be filed with the Italian anti-trust authorities (‘‘Autorita Garante della Concurrenza’’) in connection with the consummation of the transactions contemplated by this Agreement. (b) Each of the Sellers and the Purchaser shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby and shall reasonably cooperate in connection with obtaining all required Consents of any Governmental Entity. In that regard, each of the Sellers, on the one hand, and the Purchaser, on the other hand, shall, without limitation, and, in each case, subject to applicable Law: (i) promptly notify each other of, and if in writing, furnish each other with copies of (or, in the case of oral communications, advise each other orally of) any communications from or with any Governmental Entity with respect to the Acquisition or any of the other transactions contemplated hereby, (ii) permit each other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written (or any material proposed oral) communication with any such Governmental Entity, (iii) not participate in any meeting, teleconference or videoconference with any such Governmental Entity unless it first consults with the Sellers or the Purchaser (as the case may be) and to the extent permitted by such Governmental Entity gives the Sellers or the Purchaser (as the case may be) the opportunity to attend and participate thereat, (iv) furnish each other with copies of all correspondence, filings and communications between it and any such Governmental Entity with respect to this Agreement and the transactions contemplated hereby and (v) furnish each other with such necessary information and reasonable assistance as the Sellers or the Purchaser (as the case may be) may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity. The Sellers, on the one hand, and the Purchaser, on the other hand, as each deems advisable and necessary, may reasonably designate any competitively sensitive material provided to the other under this Section 7.3(b) as ‘‘counsel only.’’ Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (the Sellers or the Purchaser, as the case may be) or such applicable Person's legal counsel. (c) lifting Except as otherwise expressly provided herein, prior to the Closing, the Purchaser shall not, without the prior consent of the Sellers (which consent shall not be unreasonably withheld, conditioned or delayed) contact or communicate with any permanent Business customer or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to Company Service Provider in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective connection with the transactions contemplated hereby.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement Agreement, each of Buyer, Parent and applicable Law, the Parties shall Sellers will use their respective its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to cause to be satisfied all conditions precedent to its obligations under this Agreement and to consummate and make effective the transactions contemplated by this Agreement Agreement, in each case as soon as practicablepracticable after the date hereof. In furtherance and not in limitation of the foregoing, including such actions or things each of Buyer and the Sellers agrees (i) as promptly as practicable after the date hereof, but in any other Party may reasonably request event within fifteen (15) Business Days of the date hereof, to make an appropriate filing with each of CADE and ANATEL with respect to the transactions contemplated by thix Xxreement, (ii) as promptly as practicable after the date hereof, but in any event within thirty (30) days of the date hereof, to make an appropriate filing with CVM with respect to the transactions contemplated by this Agreement to obtain the approval of the public offer referred to in Section 5.09(a) hereof, (iii) to comply with all of the requirements of the applicable Boards of Trade including, without limitation, the filing of amendments to the respective articles of association of each of the Companies in order to cause any of assign and transfer the conditions Shares, (iv) to make such other Party’s obligation filings as are required under Laws, rules and regulations governing antitrust or merger control matters with respect to consummate such the transactions specified in ARTICLE VII contemplated hereby as promptly as practicable after the date hereof, (v) to be fully satisfied. Buyers take any act, make any undertaking or receive any clearance or approval required by CADE, ANATEL, CVM, any other Governmental Entity or under applicable Xxx and their Affiliates shall (vi) not enter into to take any agreement or complete any transactions action that would reasonably be expected to delay, hinder materially delay or prohibit prevent the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, . (b) defending against all Actions challenging this Agreement Each of Buyer and the Sellers will, and will cause its respective Affiliates (provided that the Sellers will use their commercially reasonable efforts to cause Embratel and its Subsidiaries) to (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Entity for additional information or documentation, and (ii) not enter into any agreement with any Governmental Entity not to consummate, or delay the consummation of the transactions contemplated herebyby this Agreement, except with the prior consent of the other party (which consent shall not be unreasonably withheld or delayed). (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and [Intentionally Omitted]. (d) consummating From the date hereof to Closing, subject to compliance with all applicable Laws, and making effective to the extent permissible under Section 2.04 hereof, Parent and the Sellers shall use commercially reasonable efforts to cause Embratel and its Subsidiaries, officers, directors, employees, auditors and agents to afford the officers, employees and agents of Buyer reasonable access at reasonable times to its officers, employees, agents, properties, offices and other facilities and to all books and records; provided, however, that Buyer shall have a reasonable need for such access and shall not interfere with the operation of business of Embratel or its Subsidiaries. (e) Subject to Section 2.04 hereof and to compliance with all applicable Laws, each of Buyer and the Sellers shall (i) promptly notify the other party of any written communication to that party or its Affiliates (other than Embratel and its Subsidiaries) from any Governmental Entity and permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate at any such meeting; and (iii) furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between it and its representatives on the one hand, and any Governmental Entities or members of their respective staffs on the other hand, with respect to this Agreement and the transactions contemplated hereby (except that the Sellers shall be under no obligation of any kind to provide Buyer with any documents, material or other information relating to the valuation of Embratel or to alternatives to this Agreement and the transactions contemplated hereby). (f) As an added inducement to Parent and the Sellers to enter into this Agreement with Buyer, the parties hereto intend and have agreed that Buyer shall make certain payments to the Sellers in the event that the regulatory approvals required in order to consummate the transactions contemplated hereby are delayed or not obtained or injunctions in respect of the granting thereof are issued. Consistent therewith, (i) on the first Business Day following the date hereof, Buyer shall pay an amount in cash equal to U.S.$20,000,000 (TWENTY MILLION DOLLARS) to an account of Sellers designated by the Sellers, by wire transfer of immediately available funds, and (ii) if the Closing shall not already have occurred, on (A) the date that is ninety (90) days after the date of the entry of the Sale Order or (B) July 9, 2004 if the Effective Date shall have occurred prior to the Bankruptcy Court having entered the Sale Order, Buyer shall pay an additional amount in cash equal to U.S.$10,000,000 (TEN MILLION DOLLARS) to an account of Sellers designated by the Sellers, by wire transfer of immediately available funds; provided that, if on the applicable date specified in clause (ii)(A) or (ii)(B) above the conditions to Closing set forth in Section 6.01(c) and Section 6.02 have not been satisfied or waived by the parties hereto, then such payment shall be delayed until the first Business Day thereafter on which such conditions set forth in Section 6.01(c) and Section 6.02 shall have been satisfied or waived. The payment referred to in clause (ii) above shall be made by Buyer regardless of whether the various other conditions precedent to the consummation of the Share Purchase have then been satisfied or waived (including, without limitation, the receipt of all requisite regulatory and other legal approvals). The date on which the payment referred to in clause (ii) above is due shall be referred to herein as the "Payment Due Date" and the date on which such payment is made shall be referred to herein as the "Payment Date." In the event that this Agreement is validly terminated by (x) Buyer pursuant to Section 7.01(b) (but only if the order, decree, ruling or other action issued or taken by such Governmental Entity is of a non-regulatory nature (which, for purposes hereof, shall mean that such order, decree, ruling or other action does not arise out of, relate to or concern antitrust, competitition or telecommunications matters)) or Sections 7.01(d), (i) or (j) hereof, or (y) Parent or the Sellers pursuant to Sections 7.01(b) (but only if the order, decree, ruling or other action issued or taken by such Governmental Entity is of a non-regulatory nature (which, for purposes hereof, shall mean that such order, decree, ruling or other action does not arise out of, relate to or concern antitrust, competitition or telecommunications matters)) or Sections 7.01(e), (f) or (g), then the Sellers shall pay to Buyer promptly (but in any event within ten (10) Business Days) following such termination all amounts previously paid by Buyer to the Sellers pursuant to this Section 5.01(f) as of the date of such termination. In addition, in the event that this Agreement is validly terminated by Buyer pursuant to Section 7.01(k) hereof on or before the Payment Due Date, then the Sellers shall pay to Buyer promptly (but in any event within ten (10) Business Days) following such termination all amounts previously paid by Buyer to the Sellers pursuant to this Section 5.01(f) as of the date of such termination. Notwithstanding anything contained herein to the contrary, until all requisite regulatory approvals are obtained and the Closing shall have occurred, the Sellers shall continue to exercise full and exclusive control of the Companies and New Startel. If the Closing shall not have occurred by July 8, 2005 (the "Outside Date") and the conditions to Closing set forth in Section 6.01(c) and Section 6.02 have been satisfied or waived by the parties hereto, Buyer shall unconditionally and irrevocably pay an additional amount in cash equal to U.S.$10,000,000 (TEN MILLION DOLLARS) as well as all amounts theretofore due and payable and not yet paid by Buyer under this Section 5.01(f) (such payment, the "Termination Amount") to an account of the Sellers designated by the Sellers, by wire transfer of immediately available funds; provided, however, that if at any time, there shall be a final and non-appealable order of or other final determination by ANATEL or CADE permanently restraining, denying, enjoining or otherwise prohibxxxxg the transactions contemplated by this Agreement or other action is taken or not taken by ANATEL or CADE which has such effect or this Agreement is terminated pursuant xx Xection 7.01(b) hereof where the relevant order, decree, ruling or other action is of a regulatory nature (as referred to above) (a "Termination Event"), then Buyer shall promptly thereafter unconditionally and irrevocably pay the Termination Amount to an account of the Sellers designated by the Sellers, by wire transfer of immediately available funds; provided further, however, that if a Termination Event occurs prior to the Payment Date, then the Termination Amount shall be an amount in cash equal to U.S.$20,000,000 (TWENTY MILLION DOLLARS).

Commercially Reasonable Efforts. Subject 6.2.1. During the Interim Period, subject to the terms and conditions other provisions of this Agreement Agreement, each of the Seller and applicable Lawthe Buyer shall, the Parties and shall cause each of their Controlled Affiliates to, use their respective its commercially reasonable efforts to taketake promptly, or cause to be takentaken promptly, all reasonable actions, and to dodo promptly, or cause to be donedone promptly, and to assist and cooperate with the other Parties in doing, all things reasonably necessary, proper or advisable on its part under applicable Laws and regulations or otherwise this Agreement to consummate and make effective the Transactions. Such actions include preparing and filing all documentation to effect all notices, reports, and other filings and obtaining all Consents, Permits, and Orders necessary to be obtained from any third-party (including any Governmental Authority), and all actions the Seller or the Buyer consider reasonably necessary or desirable, in order to consummate the Transactions (including to satisfy any Legal Requirements in connection with the Transactions). Notwithstanding the foregoing, except as otherwise set forth in this Agreement, in no event shall the Buyer, the Seller, any Business Group Company or any of their respective Affiliates be required to pay, or agree to pay, any fee, penalty or other consideration, in each case which is material in amount, to any Person for any such Consent, Permit, or Order. 6.2.2. Without limiting the generality of Section 6.2.1, the Seller and the Buyer agree to (i) make or cause to be made an appropriate filing required under any applicable Legal Requirements with respect to the transactions contemplated by this Agreement hereby as soon as practicable, including and the Buyer, on the one hand, and the Seller, on the other hand, shall each bear its own costs and expenses incurred in connection with such actions filings, and (ii) use its reasonable best efforts to respond at the earliest practicable date to any requests for additional information made by any Governmental Authority. Neither the Seller nor the Buyer will directly or things as indirectly extend any other Party may reasonably request in order to cause waiting period under any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers Competition and their Affiliates shall not FDI Laws or enter into any agreement Contract with a Governmental Authority to delay or complete not to consummate the transactions contemplated hereby except with the prior written consent of the other party. Nothing in this Agreement, including Section 6.2.1, shall require the Buyer or any transactions that would reasonably be expected of its Affiliates (disregarding, for the purposes of this Section 6.2.2, clause (b) of the second sentence of the definition of Affiliate) to: (a) proffer to, agree to, or sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate, before or after the Closing, any assets of the Buyer, the Target Group or any of their respective Affiliates (or consent thereto); (b) proffer to, agree to delayor implement any material changes in (including through a licensing arrangement), hinder or any restrictions on or other impairment of, the Buyer’s ability to use, own, operate or take any other actions with respect to any assets of the Buyer, the Target Group or any of their respective Affiliates or the Buyer’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the Capital Stock of the Target Group and equity and debt securities held directly or indirectly by the Target Group; or (c) take any action to overturn, defend against or oppose any action by any Governmental Authority to prohibit the Transactions or prevent consummation of the transactions contemplated hereby, including causing Transactions prior to the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebyEnd Date.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement and applicable LawAgreement, each of the Parties parties hereto shall use their respective commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise Law to consummate and make effective the transactions contemplated Contemplated Transactions. The Corporation and Seller shall use commercially reasonable efforts to, and Buyer shall reasonably cooperate to, obtain the Required Consents and Third-Party Consents; provided that in connection therewith none of the Corporation, Seller or Buyer (or any of their respective Affiliates) will be required to (nor, without the prior written consent of Buyer, will Seller or the Corporation (or Seller on behalf of the Corporation)) make or agree to make any payment other than normal and customary filing fees imposed by this Agreement as soon as practicablean Agency or applicable Governmental Entity, or accept any material conditions or obligations, including amendments to existing conditions and obligations, or commence or defend any Proceeding. (b) Each of Buyer, Seller and the Corporation shall use such actions party’s commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or things as submission in connection with any investigation or other Party may reasonably request in order to cause inquiry, including any proceeding initiated by a private party, (ii) keep each other apprised of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into status of any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shallmaterial communications with, and shall cause their respective directorspromptly inform the other parties of any material communication received by such party from, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions given by such party to, any Governmental Authority 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 Contemplated Transactions and (iii) permit the other parties to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any such Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by such Governmental Entity or other Person, (b) defending against all Actions challenging this Agreement or give the consummation of other parties the transactions contemplated hereby, opportunity to attend and participate in such meetings and conferences. (c) lifting Notwithstanding anything in this Agreement to the contrary, in no event shall Stonegate (or Stonegate’s Affiliates) be required to (and Seller and the Corporation shall not, without Buyer’s prior written consent) (i) offer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate and agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Closing, any permanent material assets, permits, operations, rights, businesses or preliminary injunction interest therein of Buyer or restraining order any of its Affiliates (including, after the Closing, the Corporation) or the Corporation or any of its Affiliates or (ii) agree to any material changes or restriction on, or other similar order issued impairment of the ability of Buyer and its Affiliates (including, after the Closing, the Corporation) to own any of such material assets, permits, operations, rights, businesses or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebyinterests therein.

Commercially Reasonable Efforts. Subject to the terms and conditions of contained in this Agreement and applicable LawAgreement, the Parties Corporation, each Seller and the Purchaser shall cooperate and use their respective commercially reasonable efforts to take, or cause to be taken, all actionsappropriate action, and to domake, or cause to be donemade, all things reasonably necessary, proper filings necessary or advisable under applicable Laws and regulations or otherwise Legal Requirements to consummate and make effective the transactions contemplated by this Agreement Agreement, including efforts to obtain, prior to the Closing Date, all Consents as soon are necessary to fulfill the conditions to Closing set forth in this Agreement. In furtherance of the foregoing, the Purchaser will, as promptly as practicable, including such (a) take all commercially reasonable steps necessary or desirable to obtain all consents, approvals or actions of, make all filings with and give all notices to any Governmental Authority or things as any other Party Person required of the Purchaser to consummate the transactions contemplated hereby and by the Ancillary Documents to which it is a party; provided, the Purchaser shall submit its applications for gambling licenses to the appropriate agencies within the State of South Dakota on or before October 18, 2011, (b) provide timely such other information and communications to such Governmental Authority or other Persons as Sellers’ Representative or such Governmental Authority or other Persons may reasonably request in order connection therewith, and (c) in the event that the Purchaser’s application for a gaming license to cause any operate the Business are denied, provide Sellers’ Representative with copies of all correspondence and filings with the conditions appropriate Governmental Authority with respect to such other Party’s obligation denial; provided, however, that any inquiry of Sellers’ Representative relating to consummate the denial of a license shall be limited solely to determining if the Purchaser acted in good faith in attempting to procure such transactions specified in ARTICLE VII to be fully satisfied. Buyers license; provided, further, that Sellers’ Representative shall treat all correspondence and their Affiliates filings as Confidential Information and shall not enter into disclose such information to a third party without the Purchaser’s written consent. The Purchaser will provide prompt notification to Sellers’ Representative when any agreement such consent, approval, action, filing or complete any transactions that would reasonably be expected notice referred to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in clause (a) obtaining all necessary Consents above is obtained, taken, made or other permission or action bygiven, as applicable, and giving all necessary notices to and making all necessary filings will advise Sellers’ Representative of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with and applications and submissions to, any Governmental Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation Person regarding any of the transactions contemplated hereby, (c) lifting by this Agreement or any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebyAncillary Documents.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement (including Section 6.2(c)), each of the parties hereto shall cooperate with the other parties and applicable Law, the Parties use (and shall use cause their respective subsidiaries to use) their respective commercially reasonable efforts promptly to (i) take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably things, necessary, proper or advisable under applicable Laws to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and regulations or otherwise to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, and (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations from the Bankruptcy Court or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement. (b) Each of the parties hereto shall use its commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission with the Bankruptcy Court or a Governmental Authority in connection with the transactions contemplated by this Agreement as soon as practicableand in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated by this Agreement, including any proceeding initiated by a private party, and (ii) keep the other party informed in all material respects and on a reasonably timely basis of any material communication received by such actions party from or things as given by such party to any other Party may reasonably request Governmental Authority and of any material communication received or given in order to cause connection with any of the conditions to such other Party’s obligation to consummate such transactions specified proceeding by a private party, in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into each case regarding any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated herebyby this Agreement. Subject to applicable Laws relating to the exchange of information, including causing the failure each of the closing conditions set forth parties hereto shall have the right to review in ARTICLE VII advance, and to be satisfied. Buyers acknowledge thatthe extent practicable each will consult the other on, for purposes 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, the Bankruptcy Court or any third party and/or any Governmental Authority in connection with the transactions contemplated by this Agreement. (c) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.4 only6.2, for purposes each of using the parties hereto shall use its “commercially reasonable efforts,” Buyers shallefforts to resolve such objections, and shall cause their respective directorsif any, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents as may be asserted or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions toraised by the Bankruptcy Court, any party in interest to the Chapter 11 Cases, a Governmental Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of Person with respect to the transactions contemplated herebyby this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, Sellers shall not, without Purchaser's prior written consent, commit to any divestiture transaction or agree to any restriction on its business, and nothing in this Section 6.2. shall (i) limit any applicable rights a party may have to terminate this Agreement pursuant to Section 9.4 so long as such party has up to then complied in all material respects with its obligations under this Section 6.2, or (ii) require Purchaser or Sellers to offer, accept or agree to (A) dispose or hold separate any part of its or Sellers' businesses, operations, assets or product lines (or a combination of Purchaser's and Sellers respective businesses, operations, assets or product lines), (cB) lifting not compete in any permanent geographic area or preliminary injunction line of business, and/or (C) restrict the manner in which, or restraining order whether, Purchaser or other similar order issued Sellers or entered by any court of their affiliates may carry on business in any part of the world, in the case of (A), (B) or Governmental Authority (an “Injunction”C) of any type referred as would be material to in Section 7.1(a) and Section 7.1(c) in general, and Purchaser or Sellers. (d) consummating and making effective the transactions contemplated hereby[Intentionally Omitted].

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement and applicable LawAgreement, prior to the Parties Effective Time, each Party shall use their respective commercially reasonable efforts efforts, and shall cooperate fully with the other Party, to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate the Amalgamation and make effective the other transactions contemplated by this Agreement and the Registration Statement, Proxy Statement and Nayarit Proxy Circular (including the receipt of all authorizations, approvals and permits required to be obtained from or made with any Governmental Authority and relevant stock exchanges in order to consummate the transactions contemplated by this Agreement as soon as practicable(collectively, including such actions the “Requisite Regulatory Approvals”)), and the satisfaction, but not the waiver, of the closing conditions set forth in Article VI), and to comply promptly with all requirements of Governmental Authorities applicable to the transactions contemplated by this Agreement. (b) Parent, Nayarit and each Subsidiary will cooperate with each other and will take all commercially reasonable steps, and proceed diligently and in good faith: (i) to submit any necessary filings, amendments or things as revisions to any required Governmental Authority or other Party may reasonably request third party in order connection with the transactions contemplated hereby, and (ii) to cause promptly submit and make other applications, notices and submissions (or amendments to any of the conditions foregoing previously submitted) with any Governmental Authority or other third party which must be filed in order for Nayarit to such other Party’s obligation obtain all Consents which must be obtained prior to consummate such transactions specified the Closing in ARTICLE VII order for Nayarit and the Subsidiaries to operate their respective business as currently operated and currently intended by the Parties to be fully satisfiedoperated following the Closing. Buyers All such filings shall be made, if not already made, as promptly as practicable and their Affiliates Parent shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested by Nayarit in connection with such Consents. (c) In furtherance and not enter into in limitation of the covenants of the Parties contained in Sections 5.2(a) and (b), if any agreement objections are asserted with respect to the transactions contemplated hereby under any applicable Law or complete if any suit is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private party challenging any of the transactions that contemplated hereby as violative of any applicable Law or which would reasonably be expected to delayotherwise prevent, hinder materially impede or prohibit materially delay the consummation of the transactions contemplated hereby, including causing the failure Parent and Nayarit shall use their commercially reasonable efforts to resolve any such objections or suits so as to permit consummation of the closing conditions set forth transactions contemplated by this Agreement, including in ARTICLE VII 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 Amalgamation). (d) In the event any Action is instituted (or threatened to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (ainstituted) obtaining all necessary Consents or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any by a Governmental Authority or private party challenging the Amalgamation or any other Persontransaction contemplated by this Agreement, or any other agreement contemplated hereby, Parent and Nayarit 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. (be) defending against all Actions challenging this Agreement Notwithstanding anything herein to the contrary, neither Parent nor Nayarit shall be required to agree to any term, condition or modification with respect to obtaining any Consents in connection with the Amalgamation or the consummation of the transactions contemplated herebyby this Agreement that would result in, or would be reasonably likely to result in: (ci) lifting any permanent a Material Adverse Effect of either Party or preliminary injunction (ii) Parent or restraining order Nayarit having to cease, sell or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) otherwise dispose of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and assets or business (d) consummating and making effective including the transactions contemplated herebyrequirement that any such assets or business be held separate).

Commercially Reasonable Efforts. Subject to the terms (a) The Companies and conditions of this Agreement and applicable Law, the Parties each Seller shall use their respective commercially reasonable efforts to take, or cause the conditions set forth in Sections 3.01 and 3.02 to be taken, all actionssatisfied on a timely basis, and Buyer shall use commercially reasonable efforts to do, or cause the conditions set forth in Sections 3.01 and 3.03 to be donesatisfied on a timely basis. (b) As promptly as practicable after the execution of this Agreement, each Party to this Agreement (i) shall make all things filings (if any) and give all notices (if any) reasonably necessary, proper or advisable under applicable Laws required to be made and regulations or otherwise to consummate and make effective given by such Party in connection with the transactions contemplated by this Agreement as soon as practicableAgreement, including such actions or things as any other Party may reasonably request in order (ii) shall use all commercially reasonable efforts to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII obtain all consents (if any) required to be fully satisfied. Buyers and their Affiliates shall not enter into obtained from any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of Governmental Authority by such Party in connection with the transactions contemplated herebyby this Agreement, including causing (iii) give the failure other Parties prompt notice of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes making or commencement of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Proceeding brought by a Governmental Authority or other Personbrought by a third party before any Governmental Authority, (b) defending against all Actions challenging this Agreement or the consummation of in each case, with respect to the transactions contemplated hereby, (iv) keep the other Parties reasonably informed as to the status of any such Proceeding and (v) promptly inform the other Parties of any communication to or from any Governmental Authority in connection with any such Proceeding. (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to Each Party understands and agrees that the commercially reasonable efforts, as set forth in this Section 7.1(a) and Section 7.1(c) in general4.03, are defined such that neither Buyer nor its Affiliates shall be required to, and the Companies and the Sellers shall not agree to (d) consummating without the consent of Buyer, which may be withheld in Buyer’s sole and making effective absolute discretion), negotiate, commit to or effect, by consent decree, order, hold separate orders or otherwise, the transactions contemplated herebysale, divestiture or disposition of such of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto or enter into any consent decree, order, accept any undertaking or condition, or otherwise take or to commit to take actions that would limit Buyer’s, the Companies’ or their respective Affiliates’ freedom of action with respect to, or ability to retain, any of their businesses, product lines or assets, or otherwise limit Buyer’s ability to receive the full benefits of this Agreement.

Commercially Reasonable Efforts. Subject (a) The parties hereto shall reasonably cooperate with each other and use their commercially reasonable efforts to as promptly as reasonably practicable prepare and file all necessary documentation, to effect all applications, notices, petitions and Filings, to obtain as promptly as reasonably practicable all permits, Consents, approvals and authorizations of all third parties and Governmental Entities which are reasonably necessary or advisable to consummate the Transactions, and to comply with the terms and conditions of all such permits, Consents, approvals and authorizations of all such Governmental Entities. The parties shall reasonably cooperate with each other in connection therewith (including the furnishing of any information (subject to applicable Laws and privileges) and any reasonable undertaking or commitments that may reasonably be required to obtain any such approvals). Each of Investor and the Company shall have the right to review in advance, and, to the extent reasonably practicable, each will consult the other on, in each case subject to applicable Laws and privileges relating to the exchange of information, all the information relating to Investor or the Company, as the case may be, and any of their respective Subsidiaries, which appears in any Filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Transactions. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as reasonably practicable. Subject to applicable Laws and privileges, each such party will provide the other with copies of any applications and all correspondence relating thereto prior to filing, other than any portions of material filed in connection therewith that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality. The parties hereto agree that they will reasonably consult with each other with respect to the obtaining of all permits, Consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Transactions and each such party will keep the other reasonably apprised of the status of matters relating to completion of the Transactions. Each such party shall reasonably consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the Transactions. Each such party shall use its reasonable best efforts to (i) take all action reasonably necessary to ensure that no Takeover Law is or becomes applicable to any of the Transactions and (ii) if any Takeover Law becomes applicable to any of the Transactions, take all action to enable the Transactions to be consummated as promptly as practicable on the terms contemplated by this Agreement and applicable Lawotherwise minimize the effect of such Takeover Law on the Transactions. (b) In furtherance and not in limitation of the foregoing, but subject to the Parties following sentences of this Section 5.10(b), each of Investor and the Company shall use their respective take all commercially reasonable efforts steps that are reasonably necessary to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that would restrain, prevent or materially delay the Closing, and (ii) avoid or eliminate each and every impediment, if any, that is asserted by any Governmental Entity, in each case, with respect to the Transactions so as to enable the Closing to occur as promptly as reasonably practicable. Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor any of its Affiliates (including any Company Subsidiary) shall be required to take, or cause agree or commit to be takentake, all actionsany Specified Action, and whether pursuant to doany consent decree, hold separate Order, or cause otherwise. Notwithstanding anything to the contrary in this Agreement, no party hereto shall be donerequired to take, all things or agree or commit to take, any actions that, individually or in the aggregate, would reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise be expected to consummate and make effective the transactions contemplated by constitute a Materially Burdensome Regulatory Condition. (c) Nothing in this Agreement as soon as practicableAgreement, including such actions this Section 5.10, obligates Investor, the Company or things as any other Party may reasonably request in order Founding Member to cause waive any of the conditions to such other Partyparty’s obligation obligations to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions Transactions as set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and Article VI. (d) consummating and making effective Notwithstanding anything in this Section 5.10 to the transactions contemplated herebycontrary, this Section 5.10 does not apply to any Antitrust Approvals or Antitrust Filings, both of which are governed exclusively by Section 5.3.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement Agreement, each party will use its commercially reasonable efforts to prepare and applicable Lawfile as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Parties shall Merger and the other transactions contemplated by this Agreement. Upon the terms and subject to the conditions hereof, each party will use their respective its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws necessary to satisfy the conditions to Closing set forth herein and regulations or otherwise to consummate the Merger and the other transactions contemplated by this Agreement. Company shall provide Purchaser with the opportunity to participate in any meeting or substantive telephone call with any Governmental Entity in respect of any filings, investigations or other inquiry in connection with the transactions contemplated hereby. (b) In furtherance and not in limitation of the foregoing, each party hereto agrees to make effective an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable after the date hereof (but, in any event, no more than 14 days following the date of this Agreement) and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act. Each of Purchaser and Company shall cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry under the HSR Act. (c) In furtherance and not in limitation of the foregoing, the parties agree that Purchaser shall make as promptly as practicable such filings as are required in connection with this Agreement and the transactions contemplated hereby on its behalf. Purchaser and Company agree that Purchaser shall make and control the “Form A” and other regulatory filings to be made with the domiciliary insurance regulator of each Subsidiary of Company that is an insurance company or health maintenance organization, and shall control the conduct of any hearing or hearings required in connection with such filings. Purchaser and Company shall, as promptly as practicable after receipt thereof, provide each other with copies of any written comments and advise the other party (as defined in Section 8.13(j)) of any oral comments with respect to the Form A or other regulatory filing from each applicable Governmental Entity. Purchaser shall control all other regulatory notice filings or approval requests necessary or desirable in connection with the transactions contemplated by this Agreement Agreement. Subject to applicable law relating to the sharing of information, Purchaser and Company, as soon as practicablethe case may be, including shall submit all such actions or things as filings, requests and hearing testimony, witness lists and other similar materials relating to any hearing to the other Party may reasonably request in order for its review prior to cause any filing and the substance of each of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to foregoing shall be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered controlled by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and Purchaser. (d) consummating Nothing contained in this Section 5.4 or in any other provision of this Agreement shall be construed as requiring Purchaser to agree to any terms or conditions as a condition to, or in connection with, obtaining any Necessary Consents or any required approval of the BCBSA that would (i) impose any limitations on Purchaser’s ownership or operation of all or any portion of its or Company’s, or any of their respective Subsidiaries’, businesses or assets, or compel Purchaser or any of its Subsidiaries to dispose of or hold separate all or any portion of its or Company’s, or any of their respective Subsidiaries’, businesses or assets, (ii) impose any limitations on the ability of Purchaser to acquire or hold or to exercise full rights of ownership of the Company Common Stock, (iii) impose any obligations on Purchaser or any of its Subsidiaries or Company or any of its Subsidiaries in respect of or relating to Purchaser’s or any of its Subsidiaries’ or Company’s or any of its Subsidiaries’ facilities, operations, places of business, employment levels, products or businesses, (iv) require Purchaser or any of its Subsidiaries or Company or any of its Subsidiaries to make any payments or (v) impose any other obligation, restriction, limitation, qualification or other condition on Purchaser or any of its Subsidiaries or Company or any of its Subsidiaries (other than, with respect to clauses (iii), (iv) and making effective (v), such terms or conditions as are reasonable and relate to the transactions contemplated herebyordinary course of business of the Company and its Subsidiaries and that are imposed by a Governmental Entity with power and authority to grant the Necessary Consents, and which individually or in the aggregate (A) could have been imposed on the Company and its Subsidiaries as of September 27, 2005 by such Governmental Entity in the ordinary course of regulating the business of the Company and its Subsidiaries and (B) do not competitively disadvantage Purchaser or any of its Subsidiaries or Company or any of its Subsidiaries) (any such term or condition in (i) through (v) being referred to herein as a “Burdensome Term or Condition”).

Commercially Reasonable Efforts. Subject to (a) Except as set forth in Section 5.4(b) and the terms and conditions set forth herein, and to applicable legal requirements, each of this Agreement Purchaser and applicable Law, the Parties Seller shall cooperate and use their respective commercially reasonable efforts to takeexecute and deliver such additional documents, instruments and conveyances, to take or cause to be taken, all actionsappropriate action, and to do, or cause to be done, and assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise advisable, in order to consummate and make effective effective, in the transactions contemplated by this Agreement as soon as most expeditious manner practicable, including such actions or things as any other Party may reasonably request in order to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure satisfaction of the closing respective conditions set forth in ARTICLE VII to be satisfiedArticle VI. Buyers acknowledge thatFurther, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers Purchaser and Seller shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions applicable Affiliates to, any Governmental Authority or other Personnegotiate in good faith and use their respective commercially reasonable efforts to finalize the New Supply Agreement so that the New Supply Agreement may be executed no later than December 10, 2013 and become effective on the Closing Date, subject to the Closing occurring. (b) defending against all Actions challenging this Agreement or Seller shall, and shall cause the consummation of Company to, use their respective reasonable best efforts to obtain, as soon as practicable, the transactions contemplated herebyKey Customer Assurances. Purchaser shall use its reasonable best efforts to cooperate with Seller in connection with obtaining the Key Customer Assurances. Purchaser and Seller shall consult and cooperate with each other, (c) lifting any permanent or preliminary injunction or restraining order or shall work together in good faith and shall promptly inform the other similar order issued or entered by any court or Governmental Authority (an “Injunction”) party of any type referred material communication received by such party in order to fulfill the provisions of this Section 5.4(b); provided, that Seller shall control the manner and timing of its requests to obtain the Key Customer Assurances. Neither Seller nor Purchaser shall participate in Section 7.1(a) any meeting in connection with the Key Customer Assurances unless such party first consults with the other party in advance and Section 7.1(c) in general, and (d) consummating and making effective gives such other party the transactions contemplated herebyopportunity to be present at such meeting.

Commercially Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions set forth in this Agreement, during the period from the date of this Agreement and applicable Lawthrough the Closing Date, the Parties each party shall use their respective all commercially reasonable efforts on its part to take, or cause to be taken, all actions, and to do, or cause to be donedone and to assist and to cooperate with the other party hereto in doing, all things reasonably necessary, proper proper, or advisable under applicable Laws and regulations or otherwise to consummate and make effective the transactions contemplated by this Agreement as soon as practicableAgreement, including such actions including: (i) obtaining or things as any other Party may reasonably request in order to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII causing to be fully satisfied. Buyers obtained all necessary Authorizations from or of all persons and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected Governmental Authorities with respect to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing by this Agreement and the failure making of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, all registrations and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions toGovernmental Authorities required in connection therewith, any Governmental Authority or other Person, subject to what is provided in clause (biii)(A) of this Section 6.3; (ii) defending against all Actions any Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby; (iii) in the case only of Seller and ZCO, (A) obtaining or causing to be obtained each of the Landlord Consents and each other Authorization from third parties, including third parties to the Assumed Contracts, to the extent deemed necessary by Purchaser (together with the Landlord Consents, collectively, the "Consents"), which it shall be the sole responsibility of -------- ZCO and Seller to obtain or cause to be obtained, including by mailing in a timely manner the Customer Consents and the taking of other appropriate action to obtain Customer Consents from those customers of the Business who become such between the date of this Agreement and the Closing, and the taking of all reasonable actions in connection therewith, and (B) providing Purchaser such information and assistance as Purchaser may reasonably request in connection with its preparation and/or making of any registration or filing with any Governmental Authority, including any registration or filing with the NASD, the MSRB, the states contemplated by Paragraph 3.2(a), or the mass transfer with the NASD and states of all licenses of all employees of the Business who enter into Purchaser's employ, in connection herewith; and (iv) in the case of Purchaser, (A) obtaining or causing to be obtained the Regulatory Approvals and (B) providing such information as to its creditworthiness and such credit support to any landlord under any Lease which is an Assumed Contract as such landlord reasonably may request in connection with Seller's effort to obtain a Consent from such landlord. (b) In the event that a Consent is not obtained prior to or at the Closing (other than a Landlord Consent if Purchaser has obtained comparable replacement space with respect thereto as contemplated by Paragraph 3.2(b)), and Purchaser elects to consummate the transactions contemplated hereby despite the failure to obtain such Consent, ZCO and Seller shall continue to use all commercially reasonable efforts on each such party's part to obtain or cause to be obtained such Consent after the Closing Date until such Consent has been obtained, and Seller and ZCO shall, if requested by Purchaser, cooperate with Purchaser in any lawful and economically feasible arrangement to provide Purchaser, to the extent possible, with the full benefits of the applicable Assumed Contract as if the Consent had been obtained. (c) lifting Purchaser, promptly after the making of its filing with the NASD and any permanent registration or preliminary injunction or restraining order or other similar order issued or entered by filing with any court or Governmental Authority (an “Injunction”) required in connection with Purchaser's efforts to obtain or cause to be obtained all necessary Authorizations from such Governmental Authority with respect to the consummation of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebyby this Agreement, shall provide Seller with a copy of such registration or filing.

Commercially Reasonable Efforts. Subject to (a) For the terms and conditions purposes of this Agreement and applicable LawPre-closing, (i) the Parties Company shall use their respective commercially reasonable efforts to take, or cause the conditions set forth in Section 6.01 that are to be takensatisfied, all actionsbut subject to any waiver thereof, at Pre-closing to be satisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied on or before June 8, 2017, and (ii) Purchaser shall use commercially reasonable efforts to do, or cause the conditions set forth in Section 6.02 that are to be donesatisfied, but subject to any waiver thereof, at Pre-closing to be satisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied on or before June 8, 2017. For the purposes of Closing, (i) the Company shall use commercially reasonable efforts to cause the conditions set forth in Section 6.01 that are to be satisfied, but subject to any waiver thereof, at Closing to be satisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied on or before the date which falls three (3) months after the Pre-closing Date, and (ii) Purchaser shall use commercially reasonable efforts to cause the conditions set forth in Section 6.02 that are to be satisfied, but subject to any waiver thereof, at Closing to be satisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied on or before the date which falls three (3) months after the Pre-closing Date. (b) As promptly as practicable after the execution of this Agreement, each Party to this Agreement (i) shall make all things filings and give all notices reasonably necessary, proper or advisable under applicable Laws required to be made and regulations or otherwise to consummate and make effective given by such Party in connection with the transactions contemplated by this Agreement as soon as practicableand (ii) shall use all commercially reasonable efforts to obtain all Consents required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement. Each Party shall, upon request of another Party and to the extent permitted by applicable Law or applicable Contracts, promptly deliver to such other party a copy of each such filing made, each such notice given and each such Consent obtained by it. (c) The Parties understand and agree that the commercially reasonable efforts of any party hereto shall not be deemed to include (i) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or (ii) divesting or otherwise holding separate (including such actions by establishing a trust or things as otherwise), or taking any other Party may reasonably request in order action (or otherwise agreeing to cause do any of the conditions foregoing), with respect to such other Party’s obligation any of its or its Subsidiaries’ or any of their respective Affiliates’ businesses, assets or properties. Notwithstanding anything herein to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates the contrary, Purchaser shall not enter into be required to contest or defend any agreement objections or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, oppositions raised by any Governmental Authority or other Personrelating to the matters contemplated by this Section 5.02, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated herebyalthough it may, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred at its sole discretion, elect to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebydo so.

Commercially Reasonable Efforts. Subject to the terms The Company and conditions of this Agreement and applicable Law, the Parties each Seller shall use their respective commercially reasonable efforts to takecause the Closing to occur. (a) As promptly as practicable after the execution of this Agreement, or cause each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) reasonably required to be taken, all actions, made and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective given by such party in connection with the transactions contemplated by this Agreement as soon as practicableAgreement, including such actions or things as any other Party may reasonably request in order (ii) shall use commercially reasonable efforts to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII obtain all consents (if any) required to be fully satisfied. Buyers and their Affiliates shall not enter into obtained (pursuant to any agreement Applicable Law or complete any transactions that would reasonably be expected to delayContract, hinder or prohibit the consummation of otherwise) by such party in connection with the transactions contemplated herebyby this Agreement, including causing (iii) give the failure other Parties prompt notice of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge thatmaking or commencement of any request, for purposes of Section 6.4 onlyinquiry, for purposes of using its “commercially reasonable efforts,” Buyers shallinvestigation, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents action or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any proceeding brought by a Governmental Authority or other Personbrought by a third party before any Governmental Authority, (b) defending against all Actions challenging this Agreement or the consummation of in each case, with respect to the transactions contemplated hereby, (civ) lifting keep the other Parties reasonably informed as to the status of any permanent such request, inquiry, investigation, action or preliminary injunction proceeding and (v) promptly inform the other Parties of any communication to or restraining order or other similar order issued or entered by from any court or Governmental Authority in connection with any such request, inquiry, investigation, action or proceeding. (an “Injunction”b) of any type referred to Each Party understands and agrees that the commercially reasonable efforts, as set forth in this Section 7.1(a) and Section 7.1(c) in general4.03, are defined such that neither Buyer nor its Affiliates shall be required to, and the Company and the Sellers shall not agree to (d) consummating without the consent of Buyer, which may be withheld in Buyer’s sole and making effective absolute discretion), negotiate, commit to or effect, by consent decree, order, hold separate orders or otherwise, the transactions contemplated herebysale, divestiture or disposition of such of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto or enter into any consent decree, order, accept any undertaking or condition, or otherwise take or to commit to take actions that would limit Buyer’s, the Company’s or their respective Affiliates’ freedom of action with respect to, or ability to retain, any of their businesses, product lines or assets, or otherwise limit Buyer’s ability to receive the full benefits of this Agreement.

Commercially Reasonable Efforts. Subject to (a) For the terms and conditions purposes of this Agreement and applicable LawPre-closing, the Parties (i) Seller shall use their respective commercially reasonable efforts to take, or cause the conditions set forth in Section 6.01 and Section 6.02 required to be takensatisfied, all actionsbut subject to any waiver thereof, and to do, or cause at Pre-closing to be donesatisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied on or before June 16, 2017; and (ii) Purchaser shall use commercially reasonable efforts to cause the conditions set forth in Section 6.01 and Section 6.03 required to be satisfied, but subject to any waiver thereof, at Pre-closing to be satisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied on or before June 16, 2017. For the purposes of Closing, (i) Seller shall use commercially reasonable efforts to cause the conditions set forth in Section 6.01 and Section 6.02 to be satisfied, but subject to any waiver thereof, at Closing to be satisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied on or before the date which falls three (3) months after the Pre-closing Date; and (ii) Purchaser shall use commercially reasonable efforts to cause the conditions set forth in Section 6.01 and Section 6.03 to be satisfied, but subject to any waiver thereof, at Closing to be satisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied on or before the date which falls three (3) months after the Pre-closing Date. (b) As promptly as practicable after the execution of this Agreement, each Party to this Agreement (i) shall make all things filings and give all notices reasonably necessary, proper or advisable under applicable Laws required to be made and regulations or otherwise to consummate and make effective given by such Party in connection with the transactions contemplated by this Agreement as soon as practicableand (ii) shall use all commercially reasonable efforts to obtain all Consents required to be obtained (pursuant to any applicable Law or Contract, including or otherwise) by such actions Party in connection with the transactions contemplated by this Agreement. Each Party shall, upon request of another Party and to the extent permitted by applicable Law or things as any other Party may reasonably request in order to cause any of the conditions applicable Contracts, promptly deliver to such other Party’s obligation to consummate party a copy of each such transactions specified in ARTICLE VII to be fully satisfied. Buyers filing made, each such notice given and their Affiliates each such Consent obtained by it. (c) The Parties understand and agree that the commercially reasonable efforts of any party hereto shall not enter be deemed to include entering into any settlement, undertaking, consent decree, stipulation or agreement or complete with any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of Governmental Authority in connection with the transactions contemplated hereby. Notwithstanding anything herein to the contrary, including causing the failure of the closing conditions set forth in ARTICLE VII Purchaser shall not be required to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents contest or other permission defend any objections or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, oppositions raised by any Governmental Authority or other Personrelating to the matters contemplated by this Section 5.05, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated herebyalthough it may, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred at its sole discretion, elect to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebydo so.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to promptly effect all necessary filings under the Bank Acts and, to the extent applicable, the HSR Act (which the parties shall file with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice on or prior to November 20, 1997 if they determine a filing is so required) and use its commercially reasonable efforts to secure all government clearances (including by taking all reasonable steps to avoid or set aside any preliminary or permanent injunction or other order of any federal or state court of competent jurisdiction or other governmental authority) to consummate and make effective the transactions contemplated by this Agreement. Each of the parties shall have the right to review in advance, and, to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to (i) all material written information submitted to the SEC or (ii) descriptions of this Agreement and applicable Lawthe transactions contemplated hereby submitted to any rating agency or any other third party, in connection with the Parties shall transactions contemplated by this Agreement. 26 27 (b) In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each of the parties hereto further agrees to use their respective commercially its reasonable efforts to take, or cause to be taken, all actionsaction, and to do, or cause to be done, all other things reasonably necessary, proper or advisable under applicable Laws laws and regulations or otherwise to consummate and make effective the transactions contemplated by this Agreement as soon as practicableAgreement. In particular, including such actions subject to the provisions of Section 11.09 of this Agreement, Fleet and the Company will use their respective commercially reasonable efforts to obtain all other consents, authorizations, orders and approvals required in connection with, and waivers of any material violations, breaches and defaults that may be caused by, the consummation of the Contribution or things as the other transactions contemplated by this Agreement. For those of the Material Information Technology Contracts set forth on the Company's Disclosure Schedule which require consent (or any other Party may reasonably request form of conditional approval) from any third party prior to or after any assignment by the Company, the Company and Fleet will each diligently and in order good faith exercise reasonable commercial efforts towards obtaining such consents or satisfying any conditions imposed by any third party. Each party hereto further agrees that it will consult with the other party hereto with respect to cause any the obtaining of all permits, consents, approvals, and authorizations of third parties and governmental authorities necessary or advisable to consummate the transactions contemplated by this Agreement, and each party will keep the other party appraised of the conditions status of material matters relating to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation completion of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated hereby.SECTION

Commercially Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions and other agreements set forth in this Agreement, each of this Agreement and applicable Law, the Parties shall parties agrees to use their respective commercially reasonable efforts to take, or cause to be takentaken (including, without limitation, by such parties' respective Representatives), all 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 under applicable Laws and regulations or otherwise to consummate and make effective effective, in the most expeditious manner practicable, the Offer, the Merger, the Financing and the other transactions contemplated by this Agreement as soon as practicableAgreement, including such actions or things as any other Party may reasonably request in order to cause any the satisfaction of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing respective conditions set forth in ARTICLE Annex I and Article VII hereof. Following the purchase by Offeror of Shares pursuant to be satisfied. Buyers acknowledge thatthe Offer, for purposes neither Parent nor Sub will take any action as a stockholder of Section 6.4 only, for purposes the Company that would cause the Company to breach any of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers the Company's obligations contained in (a) obtaining all necessary Consents 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 Authority or other Person, this Agreement. (b) defending against all Actions challenging Parent and the Company shall promptly notify each other of (i) the occurrence or non-occurrence of any fact or event which would be reasonably likely (A) to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the consummation of date hereof to the transactions contemplated herebyEffective Time or (B) to cause any covenant, (c) lifting condition or obligation under this Agreement not to be complied with or satisfied in any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in generalmaterial 32 36 respect, and (dii) consummating and making effective any failure of the transactions contemplated herebyCompany or Parent or Sub, as the case may be, to comply with or satisfy any covenant, condition or obligation to be complied with or satisfied by it hereunder in any material respect; provided, however, that no such notification shall affect the representations or warranties of any party or the conditions to the obligations of any party hereunder.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement and applicable Law, each of the Parties Sellers and the Purchaser shall use their respective commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective the transactions contemplated by this Agreement hereby as soon as practicable. Without limiting the foregoing, including such actions or things as any other Party may reasonably request in order to cause any each of the conditions to such Sellers, on the one hand and on behalf of any Company, and the Purchaser, on the other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and hand, shall use their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shallefforts to (to the extent not already obtained or completed) (i) obtain all Consents, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents Permits or other permission or action Orders by, and giving give all necessary notices to to, and making make all necessary filings with Filings with, and applications and submissions to, any Governmental Authority Entity or other Person, (b) defending against all Actions challenging this Agreement including in respect of, or as required by, applicable antitrust Laws, necessary in connection with the consummation of the transactions contemplated hereby as soon as reasonably practicable; and (ii) provide all such information concerning such party (or, in the case of any Seller, such Company) as may be necessary or reasonably requested in connection with any of the foregoing. No later than three Business Days after the date hereof, the Purchaser shall file or cause to be filed, the application, documents and other materials required to be filed with the Italian anti-trust authorities ("Autorita Garante della Concurrenza") in connection with the consummation of the transactions contemplated by this Agreement. (b) Each of the Sellers and the Purchaser shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby and shall reasonably cooperate in connection with obtaining all required Consents of any Governmental Entity. In that regard, each of the Sellers, on the one hand, and the Purchaser, on the other hand, shall, without limitation, and, in each case, subject to applicable Law: (i) promptly notify each other of, and if in writing, furnish each other with copies of (or, in the case of oral communications, advise each other orally of) any communications from or with any Governmental Entity with respect to the Acquisition or any of the other transactions contemplated hereby, (ii) permit each other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written (or any material proposed oral) communication with any such Governmental Entity, (iii) not participate in any meeting, teleconference or videoconference with any such Governmental Entity unless it first consults with the Sellers or the Purchaser (as the case may be) and to the extent permitted by such Governmental Entity gives the Sellers or the Purchaser (as the case may be) the opportunity to attend and participate thereat, (iv) furnish each other with copies of all correspondence, filings and communications between it and any such Governmental Entity with respect to this Agreement and the transactions contemplated hereby and (v) furnish each other with such necessary information and reasonable assistance as the Sellers or the Purchaser (as the case may be) may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity. The Sellers, on the one hand, and the Purchaser, on the other hand, as each deems advisable and necessary, may reasonably designate any competitively sensitive material provided to the other under this Section 7.3(b) as "counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (the Sellers or the Purchaser, as the case may be) or such applicable Person's legal counsel. (c) lifting Except as otherwise expressly provided herein, prior to the Closing, the Purchaser shall not, without the prior consent of the Sellers (which consent shall not be unreasonably withheld, conditioned or delayed) contact or communicate with any permanent Business customer or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to Company Service Provider in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective connection with the transactions contemplated hereby.

Commercially Reasonable Efforts. Subject to Upon the terms and subject to the conditions of this Agreement and applicable LawAgreement, the Parties Seller shall use their respective its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Related Agreements as soon promptly as practicable, including (i) the prompt preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the Related Agreements and the taking of such reasonable actions as are necessary, proper or things as advisable to obtain any requisite Permits, Consents, orders, exemptions or waivers by any Governmental Entity or any other Party may reasonably request Person, including filings pursuant to the HSR Act, the Competition Act and the Investment Canada Act (in each case, as applicable) and (ii) using its commercially reasonable efforts to cause the satisfaction of all conditions to the USA Closing and the Canadian Closing, as applicable; provided that nothing contained herein shall require Buyer to hold separate or divest (including through an independent trustee, if necessary) particular assets or categories of assets, or operations, of the Business, Buyer or any of its Affiliates or agree to any limitations or restrictions on its conduct in order for the Applicable Closing to cause occur. Each party shall promptly consult with the other with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other Person or any other information supplied by such party to a Governmental Entity or any other Person in connection with this Agreement and the transactions contemplated by this Agreement. Seller shall promptly inform Buyer of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete communication from any transactions that would reasonably be expected to delay, hinder or prohibit the consummation Governmental Entity regarding any of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging by this Agreement and the Related Agreements. If Seller receives a request for additional information or the consummation of documentary material from any such Governmental Entity with respect to the transactions contemplated herebyby this Agreement, (c) lifting any permanent then Seller will endeavor in good faith to make, or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (cause to be made, as soon as reasonably practicable and after consultation with Buyer, an “Injunction”) of any type referred to appropriate response in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebycompliance with such request.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement and applicable Law, each of the Parties hereto shall use their respective its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, 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 obligation to consummate such transactions specified in ARTICLE VII Article VI to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit Without limiting the consummation generality of the transactions contemplated herebyforegoing, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, Parties shall (and shall cause their respective directors, officersofficers and Subsidiaries, and use their commercially reasonable efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives representatives) to consult and fully cooperate with and provide commercially reasonable assistance to Sellers each other in (ai) obtaining all necessary Consents consents or other permission or action by, and giving all necessary notices to and making all necessary filings filings, meetings or appearances with and applications and submissions to, any Governmental Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (cii) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a6.1(a) and Section 7.1(c(iii) in general, and (d) consummating and making effective the transactions contemplated hereby. Buyer and its Affiliates shall not enter into or complete any transactions that could reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in Article VI to be satisfied.

Commercially Reasonable Efforts. Subject From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, subject to the terms and conditions of this Agreement and applicable Law, each of the Parties hereto shall use their respective its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, 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 obligation to consummate such transactions specified in ARTICLE VII Article VIII to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit Without limiting the consummation generality of the transactions contemplated herebyforegoing, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, Parties shall (and shall cause their respective directors, officersofficers and Subsidiaries, and use their commercially reasonable efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives representatives) to consult and fully cooperate with and provide reasonable assistance to Sellers each other in (a) obtaining all necessary Consents or other permission or action by, and giving all necessary notices to and making all necessary filings filings, meetings or appearances with and applications and submissions to, any Governmental Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a8.1(a) and Section 7.1(c(c) in general, and (d) consummating and making effective the transactions contemplated hereby. Buyer and its Affiliates shall not enter into or complete any transactions that could reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in Article VIII to be satisfied.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement herein provided, S3 and applicable Law, VIA each hereby covenants to the Parties other that it shall use their respective its commercially reasonable efforts to take, take or cause to be takentaken as promptly as practicable all actions necessary or desirable on its part to permit the consummation of the transactions contemplated by this Agreement. S3 will use commercially reasonable efforts to obtain all Consents, waivers and clearances of all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise third parties necessary to consummate and make effective the transactions contemplated by this Agreement as soon as practicableAgreement. If any Consent is required to assign any Contract at the Closing, including S3 may, after it has used commercially reasonable efforts to obtain such actions Consent or things as any other Party may reasonably request in order a Waiver on or before the Closing, either continue to use its commercially reasonable efforts after the Closing to cause that Contract to be assigned to JV, or take commercially reasonable efforts (so long as permitted by law and not in violation of the Contract in question) to assure that the rights and obligations of S3 under such Contract shall be preserved for the benefit of JV and to facilitate receipt of the consideration to be received by S3 in and under any such Contract with respect to performance rendered or amounts that otherwise accrue after the Closing, which consideration S3 shall hold in trust for the benefit of, and upon request of JV, shall deliver to JV. If S3 elects pursuant to the preceding sentence to retain any Contract and preserve the benefits thereof for JV, S3 shall take all legal action requested by JV to segregate or otherwise secure for JV any cash or other assets received under or by virtue of such Contract or Contracts after the Closing. To the extent that any of the conditions to Contributed Assets are not capable of being validly assigned or transferred without the Consent or waiver of the other Party thereto or the issuer thereof, or if such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates assignment or transfer would constitute a breach thereof or a violation of any Applicable Law, this Agreement shall not constitute an assignment or transfer thereof. (b) From the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 7 hereof and (ii) the Closing Date, S3 will not and will instruct its directors, officers, employees, Representatives, investment bankers, agents and Affiliates not to, directly or indirectly, (i) solicit or encourage submission of, any proposals or offers by any person, entity or group (other than VIA and its Affiliates, agents and Representatives), or (ii) participate in any discussions or negotiations with, or (iii) disclose any information concerning the Graphics Chip Business to or afford any access to the properties, books or records of the Graphics Chip Business, other than in the context of the sale of S3 as a whole or any other portion of its business or (iv) enter into any agreement or complete understanding with, any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using Person other than VIA and its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employeesagents and Representatives, agentsin connection with any Acquisition Proposal, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated hereby.as

Commercially Reasonable Efforts. Subject (a) SPC and Acquiror shall cooperate and use their respective commercially reasonable efforts to satisfy as promptly as practicable the conditions precedent to the terms other party’s obligations hereunder and conditions of this Agreement and applicable Law, the Parties shall use their respective commercially reasonable efforts to takesatisfy as promptly as practicable the conditions precedent to their obligations hereunder to the extent they have the ability to control the satisfaction of such obligations. Without limiting the generality of the foregoing, or cause to be takenSPC and Acquiror shall make all filings and submissions required by the U.S. Antitrust Laws, all actions, the Communications Act and to do, or cause to be done, all things reasonably any other Legal Requirements 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 under applicable Laws to permit consummation of the Transaction. In connection with the foregoing, SPC and regulations or otherwise Acquiror shall endeavor to consummate the Transaction without (or with minimal) costs, conditions, limitations and make effective restrictions associated with the transactions contemplated by grant of the SPC Required Consents and Acquiror Required Consents. Except with respect to payment of HSR Act filing fees pursuant to Section 5.4(d)(1), and filing fees in connection with the Applications pursuant to Section 5.4(d)(2), each party shall pay all fees and expenses associated with obtaining all Consents that are required in respect of such party to consummate the Transaction or are otherwise commercially advisable in connection with consummation of the Transaction. (b) Each of the parties hereto agrees to execute and deliver such other documents, certificates, agreements and other writings and take such other commercially reasonable actions not inconsistent with this Agreement as soon as practicablemay be necessary or desirable to evidence, including such actions consummate or things as implement expeditiously the Transaction. (c) SPC and Acquiror 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 Party may reasonably request in order inquiry by any Governmental Body with respect to cause any the Transaction. Each of the conditions parties shall promptly inform the other party of and, to the extent in writing (including emails) promptly provided copies of, any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Body regarding any such filings or the Transaction. SPC and Acquiror shall not participate in any meeting with any Governmental Body in respect of any such filings, investigation or other Party’s obligation inquiry without giving the other party prior notice of, and to consummate the extent permitted the opportunity to participate in, such transactions specified meeting. The parties hereto will consult and cooperate with each other in ARTICLE VII 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 fully satisfied. Buyers publicly available) to the non-filing party and their Affiliates 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 not enter into Acquiror or SPC be required to furnish any agreement or complete any transactions that information that, based on advice of such party’s counsel, would reasonably be expected to delaycreate any potential liability under applicable Legal Requirements, hinder including U.S. Antitrust Laws, or prohibit would constitute a waiver of any material legal privilege (provided, that in such latter event Acquiror and SPC shall use commercially reasonable efforts to cooperate to permit disclosure of such information in a manner consistent with the consummation preservation of such legal privilege). (d) In furtherance and not in limitation of the foregoing, each of Acquiror and SPC shall cooperate in taking the following actions: (1) Within twenty (20) calendar days after the date hereof, Acquiror and SPC shall make the required filings in connection with the transactions contemplated hereby, including causing hereby pursuant to the failure HSR Act with the FTC and the Antitrust Division of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes United States Department of Section 6.4 only, for purposes of using its Justice (the “commercially reasonable efforts,” Buyers shallAntitrust Divisions”), and shall cause their respective directorsrequest early termination of the waiting period with respect to such filings. From time to time after such initial filings, officerseach party shall, Affiliatesas promptly as practicable, employees, agents, attorneys, accountants make all such further filings and representatives submissions and take such further actions as may reasonably be required in connection therewith and shall furnish all other information reasonably necessary therefor. Each of Acquiror and SPC shall notify the other immediately upon receiving any request for additional information with respect to consult such filings from either the Antitrust Division or the FTC and fully cooperate the party receiving such request shall use its best efforts to comply with such requests as soon as is reasonably possible. Neither party shall withdraw any filing or submission without prior written consent of the other. All fees in connection with the required filings shall be borne one-half (1/2) by Acquiror and provide reasonable assistance to Sellers in one-half (1/2) by SPC. (2) (a) obtaining Within fifteen (15) calendar days after the date hereof, SPC and Acquiror shall file one or more applications (the “Applications”) with the FCC to obtain the FCC’s consent to the transfer of control of the Commission Authorizations for the Stations. Acquiror and SPC shall cooperate with each other in the preparation and filing of the Applications and all necessary Consents or other permission or action byinformation, data, exhibits, statements, and giving all necessary notices other materials required thereby. Each party further agrees to (i) expeditiously prepare and making all necessary file with the FCC any amendments or any other filings with in connection therewith which are requested by the FCC or required by its rules and applications and submissions to, any Governmental Authority or other Personpolicies, (bii) defending against all Actions challenging this Agreement or cooperate in the consummation timely filing of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) extensions of any type referred to FCC consummation deadline (as long as the Agreement has not been terminated in Section 7.1(aaccordance with its terms) and Section 7.1(c) in generalif the conditions for Closing have not yet been satisfied, and (diii) consummating take such other actions as may be necessary or appropriate to obtain the issuance of an order by the FCC (the “Initial Order”) granting the Applications at the earliest practicable time and making having the Initial Order become a Final Order. For purposes of this Agreement, each party shall be deemed to be using its commercially reasonable efforts with respect to obtaining the Initial Order and the Final Order, and to be otherwise complying with the foregoing provisions of this Section 5.4(d), so long as it (x) truthfully and promptly provides information necessary or appropriate to complete and file its portion of the Applications and any amendments thereto in a timely manner, (y) timely provides its comments on any documents and other materials to be filed by the other party and (z) uses its reasonable efforts to oppose any and every petition to deny, informal objection or other challenge to the Applications and any and every reconsideration petition, application for review, or judicial appeal seeking a reversal of the Initial Order or, as the case may be, the Final Order, all without prejudice to the parties’ termination rights under this Agreement; provided, that SPC and the Radio Subsidiaries, on the one hand, and Acquiror, on the other, shall not be required to expend any funds or efforts contemplated under this Section 5.4(d) unless the other is concurrently and likewise complying with its respective obligations under this Article V. (i) Except as otherwise provided herein, each party will be solely responsible for the expenses incurred by it in the preparation, filing, and prosecution of the Applications and the fulfillment of its obligations under clause (A) hereof. All filing fees imposed by the FCC or any governmental authority in connection with the filing of the Applications and the prosecution thereof shall be paid one-half (1/2) by the SPC, on the one hand, and one-half (1/2) by Acquiror, on the other. (ii) SPC shall, at its own expense, give timely notice of the filing of the Applications by such means and in such manner as may be required by the rules and regulations of the FCC; and (3) Promptly file all other necessary applications, instruments and documents with other Governmental Bodies relating to the Transaction. (e) SPC shall give (or shall cause its Subsidiaries to give) any notices to third parties, and use, and cause its Subsidiaries to use, commercially reasonable efforts to obtain any Consents. SPC must promptly notify Acquiror of any failure or prospective failure to obtain any such Acquiror Required Consents, as the case may be, and, if requested by Acquiror, must provide Acquiror with copies of all material filings and correspondence in connection with, and evidence of, all such Acquiror Required Consents, as the case may be, applied for or obtained. (f) After the Applications have been filed with the FCC pursuant to Section 5.4(d), Acquiror and SPC shall prosecute such Applications with all reasonable diligence and take all reasonable steps to obtain the requisite FCC Consent at the earliest practicable time. No party hereto shall take any action, and SPC shall cause the Radio Subsidiaries not to take any action, that such party knows or should know would adversely affect obtaining the FCC Consent, or adversely affect the FCC Consent becoming a Final Order. Each party agrees to comply with any condition imposed on it by the FCC Consent, except that no party shall be required to comply with a condition if (i) the condition was imposed on it as the result of a circumstance the existence of which does not constitute a breach by that party of any of its representations, warranties or covenants hereunder, and (ii) compliance with the condition would have a material adverse effect upon it. SPC and Acquiror shall oppose any petitions to deny or other objections filed with respect to the Applications for the FCC Consent and any requests for reconsideration or judicial review of the FCC Consent. (g) If the Closing shall not have occurred for any reason within the original effective period of the transactions contemplated herebyFCC Consent, and neither party shall have terminated this Agreement pursuant to Article VIII, the parties shall jointly request an extension of the effective period of the FCC Consent, as the case may be. No extension of the effective period of the FCC Consent shall limit the exercise by either party of its right to terminate the Agreement under Article VIII.

Commercially Reasonable Efforts. Subject to (a) On the terms and subject to the conditions of this Agreement and applicable LawAgreement, the Parties each party shall use their respective its commercially reasonable efforts to takecause the Closing to occur, including taking all commercially 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. Without limiting the foregoing or the provisions set forth in Section 6.03(b), each party shall use its commercially reasonable efforts to cause the Closing to be takenoccur on or prior to March 31, all actions2001. (b) If required by law, each of the Company and to doParent shall as promptly as practicable, but in no event later than five business days following the execution and delivery of this Agreement or cause to be doneas soon thereafter as the Company and Parent become aware such filings are required, all things reasonably necessary, proper or advisable under applicable Laws file with the United States Federal Trade Commission (the "FTC") and regulations or otherwise to consummate the United States Department of Justice (the "DOJ") any notification and make effective report form required for the transactions contemplated by this Agreement hereby and any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. Each of Parent and the Company shall furnish to the other such necessary information and reasonable assistance as soon as practicable, including such actions or things as any the other Party may reasonably request in order to cause connection with its preparation of any filing or submission that is necessary under the HSR Act. The Company and Parent shall keep each other appraised of the conditions status of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and, subject to Section 8.01(e), shall comply promptly with any such other Party’s obligation inquiry or request. Subject to consummate such transactions specified in ARTICLE VII Section 8.01(e), each of the Company and Parent shall use its commercially reasonable efforts to be fully satisfied. Buyers and their Affiliates shall not enter into obtain any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit clearance required under the HSR Act for the consummation of the transactions contemplated herebyby this Agreement. For purposes of this Section 6.03, including causing the failure "commercially reasonable efforts" of Parent shall not require Parent to agree to any prohibition, limitation or other requirement of the closing conditions type set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated hereby7.02(c).

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement and applicable LawAgreement, the Parties Principal Stockholders and the Company shall use their respective commercially reasonable efforts Commercially Reasonable Efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws Law to satisfy the conditions set forth in Section 8.01 and regulations Section 8.02 and Sunrise shall use Commercially Reasonable Efforts to take, or otherwise cause to consummate be taken, all actions and make effective to do, or cause to be done, all things necessary, proper or advisable under applicable Law to satisfy the transactions contemplated by this Agreement as soon as practicableconditions set forth in Section 8.01 and Section 8.03. (b) Each of Sunrise, the KRG Stockholders and the Company will, in connection with the efforts referred to in Section 7.01 to obtain all requisite material approvals and authorizations for the Merger and the other Contemplated Transactions 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 in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other parties of any material communication received by such actions party from, or things as given by such party to, the Antitrust Division of the U.S. Department of Justice (the “DOJ”), the U.S. Federal Trade Commission (the “FTC”) or any other Party may reasonably request Governmental Entity and of any material communication received or given in order to cause connection with any proceeding by a private party, in each case regarding any of the conditions Contemplated Transactions, and (iii) subject to applicable Law, consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the Antitrust Laws, and provide to the KRG Stockholders’ or Sunrise’s outside counsel, as appropriate, all information and documents reasonably requested by such counsel promptly upon request, subject to any reasonable restrictions. The parties hereto may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Party’s under this Section 7.05 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. Notwithstanding anything in this Agreement to the contrary, neither Sunrise nor any Affiliates of Sunrise shall be under any obligation to consummate such transactions specified in ARTICLE VII make proposals, execute or carry out agreements, submit to be fully satisfied. Buyers and their Affiliates shall not enter into Orders or make any agreement other commitments (A) providing for the sale or complete other disposition or holding separate (through the establishment of a trust or otherwise) of any transactions that would reasonably be expected assets or categories of assets of Sunrise or any of Sunrise’s Affiliates, including the Surviving Corporation, or any Acquired Company, (B) to delaylitigate, hinder pursue or prohibit the consummation defend any action or proceeding challenging any of the transactions contemplated herebyhereby as violative of any Antitrust Laws, (C) seeking to impose any material limitation on the ability of Sunrise or any Affiliates of Sunrise, including causing the failure Surviving Corporation, to conduct their businesses or to own their assets or to acquire, hold or exercise full rights of ownership of the closing conditions set forth Acquired Companies, or (D) to take any other action that could, individually or in ARTICLE VII to be satisfied. Buyers acknowledge thatthe aggregate, for purposes materially adversely affect Sunrise or any Affiliates of Section 6.4 onlySunrise, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or including the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebySurviving Corporation.

Commercially Reasonable Efforts. Subject A&M and Sellers shall, and shall cause their respective Subsidiaries, to: (i) promptly make all filings and seek to the terms and conditions of obtain all authorizations required under all Applicable Laws with respect to this Agreement and applicable Lawthe transactions contemplated hereby and will consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction) which would impair the Parties shall ability of the parties to consummate the transactions contemplated hereby; and (iii) promptly use their respective commercially reasonable efforts to (x) take, or cause to be taken, all actions, other actions and to (y) do, or cause to be done, all other things reasonably necessary, proper or advisable under applicable Laws appropriate to satisfy the conditions set forth in Article V (unless waived) and regulations or otherwise to consummate and make effective the transactions contemplated by this Agreement on the terms and conditions set forth herein (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation and providing assistance to Purchaser as soon as practicable, including such actions reasonably necessary to permit Purchaser to obtain licenses or things as any other Party may reasonably request approvals in order to cause any respect of the conditions Restaurants and the present uses thereof under applicable alcohol and beverage laws, rules and regulations of any Governmental Authority). Sellers shall promptly notify Purchaser of any communication to that party from any Governmental Authority in connection with any required filing with, or approval or review by, such other Party’s obligation to consummate such transactions specified Governmental Authority in ARTICLE VII to be fully satisfied. Buyers connection with this Agreement and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth hereby and permit Purchaser to review in ARTICLE VII advance any proposed communication to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or in such connection to the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered extent permitted by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebyApplicable Law.

Commercially Reasonable Efforts. Subject (a) Each of the parties hereto agrees to the terms and conditions of this Agreement and applicable Law, the Parties shall use their its respective commercially reasonable efforts efforts, and to cooperate with each other party hereto, to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper appropriate or advisable under applicable Laws and regulations or otherwise desirable to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including the satisfaction of the respective conditions set forth in Article VII, and including to execute and deliver such other instruments and do and perform such other acts and things as may be necessary or reasonably desirable for effecting completely the consummation of the Merger and the other transactions contemplated by this Agreement. Neither the Company nor Parent shall take, cause or permit to be taken, any action which such party reasonably expects, or should reasonably expect, to delay or prevent consummation of the transactions contemplated herein. (b) Each of the parties hereto (except the Stockholder Representative) agrees to use its reasonable best efforts to promptly make all filings and notifications and other submissions with respect to this Agreement and the transactions contemplated hereby under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) and any other applicable Antitrust Law and, in any event, shall each file the Notification and Report Form under the HSR Act no more than ten (10) days after the Agreement Date. The parties agree to request at the time of filing early termination of the applicable waiting period under the HSR Act. To the extent permitted by applicable Law, each of the Company and Parent shall promptly inform the other of any material communication between the Company or Parent (as applicable) and any Governmental Entity regarding the transactions contemplated by this Agreement (and if in writing, furnish the other party with a copy of such communication). If the Company or Parent or any affiliate thereof shall receive any formal or informal request for information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then the Company or Parent (as applicable) shall respond as soon as practicablereasonably practicable to such request. Without limiting the generality or effect of Section 6.9(a), including such actions or things to the extent permitted by applicable Law and except as may be prohibited by any Governmental Entity, the Company and Parent shall (i) permit the other Party may reasonably request to review and discuss in order to cause any advance, and consider in good faith the view of the conditions other in connection with, any proposed written or oral communication with any Governmental Entity relating to such the transaction contemplated by this Agreement; (ii) not participate in any substantive meeting or telephone or video conference, or have any substantive communication, with any Governmental Entity unless it has given the other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially party a reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives opportunity to consult and fully cooperate with and provide reasonable assistance it in advance and, to Sellers in (a) obtaining all necessary Consents or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any the extent not prohibited by such Governmental Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated hereby.{N4442029.10} 255288355 v23

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement and applicable Law, the Parties shall Company and the Buyers will use their respective commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective the transactions contemplated by this Agreement Transaction as soon as practicable, including such actions or things as any other Party party hereto may reasonably request in order to cause any of the conditions to such other Partyparty’s obligation to consummate such transactions specified in ARTICLE VII 6 to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, satisfied including causing the failure of the closing conditions set forth in ARTICLE VII without limitation (i) make all filings required by Law to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate made by them in connection with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement the Transaction Documents or the consummation of the transactions contemplated herebyTransaction, and (ii) use their commercially reasonable efforts to obtain all Consents and orders of all Persons required to be obtained in connection with the execution, delivery and performance of the Transaction Documents and the consummation of the Transaction;. (b) From time to time, as and when requested by any party to this Agreement, the other parties will execute and deliver, or cause to be executed and delivered, all such documents and instruments and will take, or cause to be taken, all such reasonable actions, as such other party may reasonably deem necessary or desirable to consummate the Transaction. (c) lifting Company will use its best efforts to fully identify to the Buyer and list in writing prior to the Closing which Company or Company Subsidiary is the owner of each item of Transferred Intellectual Property, and which item of Transferred Intellectual Property is related to ink manufactured in Israel and which item of Transferred Intellectual Property is related to ink manufactured in South Africa. (d) Notwithstanding anything to the contrary contained in this Agreement, to the extent the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to the Buyers of any permanent Acquired Asset is prohibited by any applicable Law or preliminary injunction would require any Governmental Authority or restraining third-party authorizations, approvals, consents, or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing Date, and the obtaining thereof is not a condition to the Closing, then following the Closing, and without limiting the provisions set forth in ARTICLE 5, the Company shall be deemed to hold the respective Acquired Asset and all rights and privileges with respect thereto as a trustee for the sole benefit of the Buyers and shall manage such Acquired Asset solely in accordance with instructions of the Buyers, and the parties shall use their respective commercially reasonable efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers, including without limitation such Consents set forth in Schedule 5.3(d). Pending such authorization, approval, consent, or waiver, (i) the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to the Buyers the benefits of use of such Acquired Asset, and (ii) the Buyers shall bear all costs and expenses and Losses relating to the maintenance of such Acquired Asset. Once such authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of an Acquired Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, the Company shall promptly assign, transfer convey or deliver, or cause to be assigned, transferred, conveyed and delivered, such Acquired Asset to the Buyers for no additional consideration. To the extent that any such Acquired Asset cannot be transferred or the full benefits of use of any such Acquired Asset cannot be provided to the Buyers following the Closing, the Buyers and the Company shall enter into such arrangements for no additional consideration from the Buyers (including subleasing or subcontracting if permitted) to provide to the Buyers the operational equivalent of obtaining such authorization, approval, consent or waiver. Without limitation of the foregoing, in the event that at the Closing the registration of any Transferred Intellectual Property in the name of the Buyers at the relevant Governmental Authority was not yet completed and perfected then without limitation of any other rights of the Buyers, to the extent necessary to grant to the Buyers full and unrestricted use of such Transferred Intellectual Property, the Company hereby grants to the Buyers, effective as of the Closing and subject to any Third Party Licenses, an irrevocable, perpetual, royalty free, fully paid, worldwide, unrestricted, exclusive license to make any use or exploitation with respect thereto, including without limitation the right to grant sublicenses. In the event that any Acquired Asset was not duly transferred or assigned to the Buyers or its Affiliates at the Closing, and notwithstanding, the Closing was completed, then the Company shall take any action after the Closing, as reasonably requested by Buyers, to allow Buyers to enforce any rights or privileges of the Company under or with respect to such Acquired Assets, including pursuit of legal proceedings, solely for the benefit of and at the expense of Buyers, and the Company shall fully cooperate with Buyers in order to allow Buyers to achieve the desired result in this regard. (e) To the extent possible and without additional cost to the Company, Company will add Buyer as beneficiaries to all insurance policiesof the Company related to the Acquired Assets or the Transferred Intellectual Property which stay in force and effect following the Closing Date (the “Business Insurance Policies”), provided the insurance company waives any right it might have against the Company for subrogation. In case Buyer is not added as a beneficiary to a Business Insurance Policy, Buyer shall be entitled to benefit from the rights of the Company under such Business Insurance Policies, and the Company shall take all commercially reasonable actions, at the reasonable direction of Buyer, in order to receive any amounts that are owed under any Business Insurance Policies related to Acquired Assets or the Transferred Intellectual Property. For avoidance of doubt, no Business Insurance Policy shall be required to be maintained after its currently scheduled expiration. All expenses incurred by the Company with respect to the foregoing, including reasonable fees for the time spent by the Company’s employees, shall be borne and paid by Buyer, except that if proceedings for collection of funds under the Business Insurance Policy relate also to funds that are due to the Company with respect to any Excluded Assets or Excluded Liabilities, than such expenses shall be borne by the Company and Buyer pro rata based on the amount of insurance proceeds actually paid to each party. (f) The Acquired Companies shall cooperate with Buyer in the review of regulatory matters affecting the Acquired Companies and, in particular, upon the reasonable request of Buyer, shall take such actions, implement such registrations, submit such permit applications and seek such approvals as may be required by Environmental Laws to ensure that the Acquired Companies and their products are in compliance with all Environmental Laws as of, and immediately after, the Closing in all countries in which those products are sold as of the Closing. The Company shall instruct the employee of the Company named in Schedule 5.3(f) to serve as the primary contact person during the period prior to the Closing for the Buyer on all matters related to compliance with Environmental Laws. (g) Effective at the Closing, the Company and the Additional Sellers hereby constitute and appoint Buyers the true and lawful attorneys (separately and jointly) of the Company and the Additional Sellers, with full power of substitution, in the name of the Company, the Additional Sellers or Buyers, but on behalf of and for the benefit of Buyers and at Buyers’ cost and expense: (i) to demand and receive from time to time any and all the Acquired Assets and to make endorsements and give receipts and releases for and with respect to the same and any part thereof; (ii) to institute, prosecute and settle any and all actions or proceedings that Buyers may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Acquired Assets; (iii) to defend or settle any or all actions or proceedings with respect to any of the Acquired Assets (other than actions or proceedings which the Company acknowledges and agrees in a written instrument signed by the Company and delivered to Buyers constitute Excluded Liabilities); and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Buyers shall deem necessary or desirable. The Company and the Additional Sellers hereby acknowledge that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by it in any manner or for any reason. The Company and the Additional Sellers shall deliver to Buyers at the Closing an acknowledged power of attorney to the foregoing effect executed by the Company. Without limiting the foregoing, in the event that the Company or the Additional Sellers receive, at any time after the Closing, any payments related to the Business (including without limitation from any customer or under any Contract), the Company or the Additional Seller, as the case may be, shall promptly transfer such payment to the Buyer (or any Buyer Affiliate designated by Buyer). In the event that Buyer or any of its Affiliates receive, at any time after the Closing, any payments related solely to an Excluded Asset and not to the Business, the Buyer or any such Buyer Affiliate, as the case may be, shall promptly transfer such payment to the Company. (h) In the event that during the period of 24 months following the Closing, any of the Buyers discover any Contract, Software, Copyright, Trademark or other similar order issued item of Intellectual Property or entered other asset owned by any court the Company or Governmental Authority an Additional Seller as of the Closing and used in conducting the Business prior to Closing (an “InjunctionAdditional Asset”), which is not included in the Acquired Assets or the Transferred Intellectual Property, then Buyers may request the Company or such Additional Seller in writing to license or transfer such Additional Asset, as applicable under this Section, to Buyers in accordance with the provisions hereunder, as if such item had been identified as an Acquired Asset or Transferred Intellectual Property under this Agreement, for no additional consideration. As soon as practicable after receipt by the Company, or such Additional Seller, from the Buyers of such request as aforesaid, the Company, or such Additional Seller, shall provide written confirmation (unless the Company, or such Additional Seller, in good faith believes that such Additional Asset should not be so treated) and, such item shall be deemed to have been transferred or licensed as described in this Section. If the Company or any Additional Seller so discovers any such Additional Asset, it shall notify Buyers and, at Buyers’ written request, the Company or such Additional Seller shall be deemed to have licensed or transferred such Additional Asset to Buyers in accordance with the terms of this Section. (i) Without limiting the foregoing, from and after the Closing Date, the Company and the Additional Sellers shall (at its own expense) use commercially reasonable efforts to do all things necessary, proper or advisable under applicable Laws, including signing and delivery any documents and instruments, as reasonably requested by the Buyers to put the Buyers in effective and registered possession, ownership and control of the Acquired Assets. No party nor any of its subsidiaries shall take any action that is intended to have the effect of, or is reasonably expected to have the effect of, delaying, impairing or impeding the receipt of any type referred required approvals or the satisfaction of any condition in ARTICLE 6. (j) Without limiting the foregoing, from and after the Closing, the Buyer shall provide the Company with commercially reasonable assistance, cooperation, access to personnel and information (at the expense of the requesting party) as reasonably requested by the Company in order to comply with any applicable Law or to defend against any claim that constitutes an Excluded Liability. Any information obtained under this Section 7.1(a5.3(j) will be kept confidential as contemplated by Section 5.6 hereof, except as may be otherwise necessary in connection with any filing with any Governmental Authority pursuant to applicable Law. (k) The Company shall use its best efforts, prior to the Closing, register any and all data bases required to be registered by it under applicable Law with the Israeli Registrar of Data Bases. (l) Anything contained in this Agreement to the contrary notwithstanding, none of the parties to this Agreement or their Affiliates will be required to commence litigation or divest or hold separate any business or assets or limit or restrict its rights or ability to engage in any business (other than pursuant to Section 7.1(c5.5) in general, and (d) consummating and making effective connection with the transactions contemplated herebyconsummation of the Transaction.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties to this Agreement and applicable Law, the Parties shall use their respective its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper proper, or advisable under applicable Laws and regulations or otherwise law, so as to consummate and make effective the transactions contemplated by this Agreement enable such party to consummate, as soon as practicable, the transactions contemplated hereby, including such actions (i) obtaining all consents, approvals, authorizations, permits, or things orders from any Governmental Entity (as any hereinafter defined) or other Party may reasonably request in order to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions person that would reasonably be expected to delay, hinder or prohibit are required for the consummation of the transactions contemplated hereby; (ii) making all necessary filings, including causing and thereafter making any other required submissions, with respect to this Agreement and the failure transactions contemplated hereby under any applicable laws; provided, that the parties hereto shall cooperate with each other in connection with the preparation and making of all such filings, including, if requested and subject to applicable laws regarding the exchange of information, by providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable changes suggested in connection therewith provided that the reviewing party agrees to act reasonably and as promptly as practicable; (iii) taking any and all actions reasonably necessary to satisfy all of the closing conditions to such party’s obligations hereunder as set forth in ARTICLE VII Section 5; and (iv) executing and delivering all agreements and documents required by the terms hereof to be satisfiedexecuted and delivered by such party on or prior to the Effective Time. Buyers acknowledge thatThe term “Governmental Entity” shall mean any domestic or foreign governmental, for purposes of Section 6.4 onlyadministrative, for purposes of using its “commercially reasonable efforts,” Buyers shalljudicial, and shall cause their respective directorsor regulatory authority, officersagency, Affiliatescommission, employeesbody, agentscourt, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents or other permission legislative, executive, or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebyjudicial governmental entity.

Commercially Reasonable Efforts. Subject (a) Each of Seller and Purchaser agree to cooperate with respect to the terms notices and conditions filings required to be made with, and the consents, approvals, waivers and authorizations required to be obtained from, Governmental Authorities prior to Closing in connection with the transactions contemplated hereby. Each of this Agreement Seller and applicable LawPurchaser shall (i) effect, as promptly as reasonably practicable, the Parties shall filings and notices required to be made prior to Closing and (ii) use their respective its commercially reasonable efforts to takeobtain, or cause as promptly as reasonably practicable, the consents, approvals, waivers and authorizations of Governmental Authorities required to be taken, all actions, obtained by it prior to Closing; in each case in connection with the transactions contemplated by this Agreement. The parties shall cooperate and use their commercially reasonable efforts to do, obtain the Third Party Consents and any other consents or cause to be done, all things reasonably waivers that are necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective for the consummation of the transactions contemplated by this Agreement or the Transaction Documents. Neither party shall be required to materially amend or modify the terms of any of the Transaction Documents in order to obtain any such consent, approval, waiver or authorization. 66 (b) Within five (5) Business Days following the date of this Agreement, Seller shall provide Purchaser with information reasonably requested by Purchaser to identify any notices or applications that Purchaser may need to file with a Governmental Authority in respect of any transaction contemplated by this Agreement. Seller shall provide Purchaser, as promptly as reasonably practical, with any information that Purchaser subsequently reasonably requests for the purposes of providing or complying with the requirements of any notice or applications that Purchaser may file with a Governmental Authority. Purchaser and Seller shall, within thirteen (13) Business Days following the date of this Agreement (or such shorter period as required by applicable Law), or such other period as Purchaser and Seller may agree, promptly file the appropriate notices, applications and documentary materials required to be filed by them, or which Purchaser and Seller reasonably deem advisable to file, with Governmental Authorities, including in connection with obtaining all necessary consents, approvals, waivers and authorizations required to be obtained from Governmental Authorities (including the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act and with the Canadian Competition Bureau under the Competition Act) prior to Closing and promptly file any additional information required in connection with such filings as soon as practicablepracticable after receipt of request therefor. Purchaser and Seller shall each use commercially reasonable best efforts to obtain an early termination of the applicable waiting periods under the HSR Act, including and make any further filings and supply any further information and documentation pursuant thereto and pursuant to the Competition Act that may be necessary, proper, or advisable in connection therewith. Each of Purchaser and Seller agrees to cooperate with and promptly to consult with, to provide any reasonably available information with respect to, and to provide the other party (and its counsel) advance drafts and copies of all presentations and filings to be made with Governmental Authorities. (c) Purchaser will use its commercially reasonable efforts to obtain as promptly as practicable the Financing required to be obtained to consummate the transactions contemplated hereby on the terms described in the term sheets attached to Commitment Letters. Purchaser will promptly inform Seller of all material developments relating to arranging such actions or things as any other Party may Financing. Seller shall cause Inorganics to reasonably request cooperate with Purchaser in order connection with Purchaser's preparation and negotiation of the Financing Documents. (d) Purchaser shall use its commercially reasonable efforts to enter into investment agreements with all of the individuals listed on Section 5.4(d) of the Purchaser Disclosure Letter so that the individual will make the investment so indicated (the "Management Agreements"). (e) Each party shall use its commercially reasonable efforts to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII its obligations hereunder to be fully satisfied. Buyers satisfied (including, without limitation, the execution and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation delivery of the transactions all agreements contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII hereunder to be satisfied. Buyers acknowledge thatso executed and delivered and the making and obtaining of all third party and governmental filings, for purposes of Section 6.4 onlyauthorizations, for purposes of using its “commercially reasonable efforts,” Buyers shallapprovals, consents, releases and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebyterminations).

Commercially Reasonable Efforts. Subject to the terms The Company and conditions of this Agreement Parent shall, and applicable Law, the Parties shall use their respective commercially reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations (including, without limitation, all filings required under the HSR Act) required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Company Disclosure Statement) which would impair the ability of the parties to consummate the Merger; and (iii) use their commercially reasonable efforts to promptly (x) take, or cause to be taken, all actions, other actions and to (y) do, or cause to be done, all other things reasonably necessary, proper or advisable under applicable Laws appropriate to satisfy the conditions set forth in Articles VII and regulations or otherwise VIII (unless waived) and to consummate and make effective the transactions contemplated by this Agreement on the terms and conditions set forth herein (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation); provided, however, that no loan agreement or contract for borrowed money shall be repaid except as soon as practicablecurrently required by its terms, including such actions in whole or things as in part, and, subject to Section 6.1, no contract shall be amended to increase the amount payable thereunder or otherwise to be more burdensome to the Company or any other Party may reasonably request of its Subsidiaries in order to cause obtain any such consent, approval or authorization without first obtaining the written approval of Parent and Merger Sub. Each party shall promptly notify the conditions other party of any communication to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, party from any Governmental Authority in connection with any required filing with, or approval or review by, such Governmental Authority in connection with the Merger and the other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting hereby and permit the other party to review in advance any permanent or preliminary injunction or restraining order or other similar order issued or entered by proposed communication to any court or Governmental Authority (an “Injunction”) of any type referred in such connection to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebyextent permitted by applicable law.

Commercially Reasonable Efforts. Subject to From the terms and conditions date of this Agreement and applicable Lawto the Closing, the Parties each Party shall use their respective 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 necessarythings, proper in each case necessary or advisable to permit the consummation of the Merger and the other transactions contemplated hereby, including (i) obtaining any consents, authorizations, approvals, permits, licenses, or governmental authorizations, estoppel certificates and filings under any applicable Laws Law required to be obtained or made by either of them which may be necessary or appropriate to permit the consummation of the Merger and regulations or otherwise the other transactions contemplated hereby, (ii) ensuring that its representations and warranties remain true and correct in all material respects through the Closing Date and (iii) ensuring that the conditions to the obligations of the other Parties to consummate the Merger are satisfied. Without limiting the foregoing, in the event that (x) any claim, suit, action or proceeding of the type and make effective the transactions contemplated by this Agreement as soon as practicable, including such actions or things as any other Party may reasonably request in order to cause having any of the conditions to such other Party’s obligation to consummate such transactions specified effects described in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into Section 4.1(b) is pending or threatened or (y) any agreement or complete any transactions Legal Restraint that would reasonably be expected to delayresult, hinder directly or prohibit the consummation indirectly, in any of the transactions contemplated herebyeffects described in Section 4.1(b) is in effect, including causing then the failure Company or Buyer, as applicable, shall use commercially reasonable efforts to have such claim, suit, action, proceeding or Legal Restraint vacated, reversed or made to be no longer in effect. The Parties recognize, however, that notwithstanding the use of commercially reasonable efforts as aforesaid, no assurance can be given as to whether such commercially reasonable efforts will be successful in achieving the results sought pursuant to this Section 6.1. In addition, the Company shall not be required to direct payment of the closing conditions set forth Merger Consideration in ARTICLE VII cash, in the aggregate, to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers the Cash Payment Stockholders in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebyamount greater than $250,000.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement and applicable Law, the (a) The Parties shall cooperate and use their respective commercially reasonable efforts to take, or cause to be taken, all actionsappropriate action, and to domake, or cause to be donemade, all things reasonably filings necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective the transactions contemplated by this Agreement as soon as practicableAgreement, including such actions or things their respective commercially reasonable efforts to obtain, prior to the Closing Date, all consents and approvals of Governmental Entities as any other Party may reasonably request in order are necessary for consummation of the transactions contemplated by this Agreement and to cause any of fulfill the conditions to such Closing. (b) Sellers shall have the right to review in advance and to approve, subject to applicable Laws relating to the exchange of information, with respect to all material information submitted to any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, Sellers agree to act reasonably and as promptly as practicable. Each Party agrees that it will consult with the other Party’s obligation Parties hereto with respect to the obtaining of all material consents, registrations, approvals, permits and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, and each Party will keep the other Parties apprised of the status of material matters relating to completion of the transactions contemplated hereby. (c) In the event any claim, action, suit, investigation or other proceeding by any Governmental Entity or other Person is commenced that questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the Parties agree to cooperate and use all commercially reasonable efforts to defend against or otherwise resolve such transactions specified claim, action, suit, investigation or other proceeding and, if an injunction or other order is issued in ARTICLE VII any such action, suit or other proceeding, to be fully satisfied. Buyers use all commercially reasonable efforts to have such injunction or other order lifted, and their Affiliates shall not enter into to cooperate reasonably regarding any agreement or complete any transactions that would reasonably be expected other impediment to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and . (d) consummating Buyer and making effective Sellers shall use commercially reasonable efforts to obtain at the transactions contemplated herebyearliest practicable date, and in any event prior to Closing, all authorizations, approvals, consents and/or waivers of a Governmental Entity or other third party, as applicable, necessary to grant, sell, assign, transfer and/or deliver to Buyer the Assets, including each of the Assumed Contracts and all claims, rights and benefits arising thereunder or resulting therefrom.

Commercially Reasonable Efforts. Subject to (a) For the terms and conditions purposes of this Agreement and applicable LawClosing, (i) the Parties Seller shall use their respective commercially reasonable efforts to take, or cause the conditions set forth in Section 6.01 and Section 6.02 to be takensatisfied, all actionsbut subject to any waiver thereof, and to do, or cause at Closing to be donesatisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied as soon as possible after the date hereof; and (ii) Purchaser shall use commercially reasonable efforts to cause the conditions set forth in Section 6.01 and Section 6.03 to be satisfied, but subject to any waiver thereof, at Closing to be satisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied as soon as possible after the date hereof. (b) As promptly as practicable after the execution of this Agreement, each Party to this Agreement (i) shall make all things filings and give all notices reasonably necessary, proper or advisable under applicable Laws required to be made and regulations or otherwise to consummate and make effective given by such Party in connection with the transactions contemplated by this Agreement as soon as practicableand (ii) shall use all commercially reasonable efforts to obtain all Consents required to be obtained (pursuant to any applicable Law or Contract, including or otherwise) by such actions Party in connection with the transactions contemplated by this Agreement. Each Party shall, upon request of another Party and to the extent permitted by applicable Law or things as any other Party may reasonably request in order to cause any of the conditions applicable Contracts, promptly deliver to such other Party’s obligation to consummate party a copy of each such transactions specified in ARTICLE VII to be fully satisfied. Buyers filing made, each such notice given and their Affiliates each such Consent obtained by it. (c) The Parties understand and agree that the commercially reasonable efforts of any party hereto shall not enter be deemed to include entering into any settlement, undertaking, consent decree, stipulation or agreement or complete with any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of Governmental Authority in connection with the transactions contemplated hereby. Notwithstanding anything herein to the contrary, including causing the failure of the closing conditions set forth in ARTICLE VII Purchaser shall not be required to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents contest or other permission defend any objections or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, oppositions raised by any Governmental Authority or other Personrelating to the matters contemplated by this Section 5.01, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated herebyalthough it may, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred at its sole discretion, elect to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebydo so.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement set forth herein and to applicable Law, each of the Parties parties shall cooperate and use their its respective commercially reasonable efforts to take, or cause to be taken, such appropriate action, and do, or cause to be done, and assist and cooperate with the other parties in doing, such things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, including obtaining all actionsnecessary consents, registrations, notices, applications and filings as required by any Governmental Authority or applicable Law or as required by any Contract, lease or agreement, including those disclosed in Section 5.4 and Section 5.5 of the Company Disclosure Schedule. (b) As soon as reasonably practicable following the date hereof (but no later than seven (7) Business Days following the date hereof) and pursuant to the applicable requirements of the HSR Act, the parties shall cause to be filed with the U.S. Federal Trade Commission ("FTC") and the Antitrust Division of the U.S. Department of Justice ("DOJ") Notification and Report Forms relating to the transactions contemplated hereby (including seeking early termination of the waiting period under the HSR Act). Buyer and Seller each shall (a) promptly supply the other party with any information which may be required in order to effectuate such filings and (b) respond as promptly as practicable to any inquiry received from the FTC or the DOJ for additional information or documentation. Each of Buyer and Seller shall (i) promptly notify the other party of any material communication between that party and the FTC or the DOJ and, subject to applicable Law, discuss with and permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) consult with the other party in advance of participating in any meeting or discussion with the FTC, DOJ, or any other Governmental Authority with respect to any filing, investigation or inquiry concerning the transactions contemplated hereby and, to the extent permitted by such Governmental Authority, give the other party the opportunity to attend and participate thereat; and (iii) subject to applicable Law, furnish the other party with copies of all written P:01274586-13:86B79.003 59 I\14146902.20 correspondence and communications between it or its Affiliates and their respective Representatives and any Governmental Authority with respect to the transactions contemplated by this Agreement; provided, however, that materials provided to the other party pursuant to this Section 7.9(b) may be redacted (x) to remove references concerning the valuation or future plans for the Business, (y) as necessary to comply with contractual obligations and (z) as necessary to address reasonable privilege concerns; provided, further, that the parties may, as they deem advisable, designate any competitively sensitive materials provided to the other under this Section 7.9 or any other section of this Agreement as "outside counsel only." Such materials and the information contained therein shall be given only to outside counsel of the recipient and any consultants engaged by outside counsel and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the prior written consent of the party providing such materials. Subject to Section 7.9(c) and upon the terms and conditions set forth herein, each of the parties shall use commercially reasonable efforts to take, or cause to be taken, such actions and to do, or cause to be done, all things reasonably and to assist and cooperate with the other parties in doing, such things, necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective the transactions contemplated by hereby, including obtaining the expiration or termination of any applicable waiting periods under the HSR Act and approvals, if any, from the Governmental Authorities set forth in Section 5.5 of the Company Disclosure Schedule. Buyer, on the one hand, and Seller or the Company, on the other hand, shall each be responsible for paying fifty percent (50%) of all filing fees under the HSR Act (or as otherwise required in accordance with this Section 7.9(b)) in connection with the transactions contemplated hereby. (c) Notwithstanding anything herein to the contrary, nothing contained in this Agreement as soon as practicable, including such actions shall require or things as any other Party may reasonably request in order to cause obligate Buyer or any of its Affiliates to, and neither the conditions to such other Party’s obligation to consummate such transactions specified Company nor Seller shall, without the prior written consent of Buyer: (i) in ARTICLE VII the event that any administrative or judicial action or proceeding is instituted (or threatened to be fully satisfied. Buyers and their Affiliates shall not enter into instituted) by a Governmental Authority or private party challenging any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII agree to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate defend any such action or actions; (ii) commence any Litigation with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or third party; (iii) commit, agree or otherwise become subject to any restriction, condition, limitation or other Person, (b) defending against all Actions challenging this Agreement understanding on or with respect to the operation of the business of Buyer or any of its Affiliates or the consummation business of the transactions contemplated herebyCompany; (iv) agree or otherwise be required to license, sell or otherwise dispose of, hold separate (cthrough the establishment of a trust or otherwise), or divest itself of any business, assets or operations of Buyer or any of its Affiliates or the business of the Company; or (v) lifting pay or commit to pay any permanent or preliminary injunction or restraining order material amount of cash or other similar order issued consideration, or entered by incur or commit to incur any court material Liability or Governmental Authority (an “Injunction”) of other obligation, in connection with obtaining any type referred to in Section 7.1(a) and Section 7.1(c) in generalauthorization, and (d) consummating and making effective the transactions contemplated herebyconsent, Order, registration or approval.

Commercially Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions of set forth in this Agreement (including those contained in this Section 6.08), each of the parties hereto shall, and applicable Lawshall cause its Subsidiaries to, the Parties shall use their respective 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 parties in doing, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective effective, and to satisfy all conditions to, in the transactions contemplated by this Agreement as soon as most expeditious manner practicable, including such actions or things as any other Party may reasonably request in order to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers Offer, the Merger and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing (i) the failure obtaining of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents permits, waivers, consents, approvals and actions or other permission or action by, nonactions from Governmental Entities and giving the making of all necessary notices to registrations and making all necessary filings (including filings with Governmental Entities) and applications and submissions tothe 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 Entities, (ii) the obtaining of all necessary consents or waivers from third parties, and (iii) the execution and delivery of any additional instruments necessary to consummate the Offer, the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly (x) cooperate and coordinate with the other Personin the taking of the actions contemplated by clauses (i), (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. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any material communication from any Governmental Entity regarding any of the 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 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. Neither Parent nor the Company shall commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period under any applicable Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld or delayed). (b) defending against 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 Offer, the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, the Parent, Merger Sub and (subject to Section 6.04(b)) Company shall cooperate in all Actions challenging this Agreement respects with each other and shall use their commercially reasonable efforts to contest and resist any such action or the 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 transactions contemplated hereby, by this Agreement. (c) lifting Notwithstanding anything to the contrary set forth in this Agreement, none of Parent, Merger Sub or any permanent of their Subsidiaries shall be required to, and the Company may not, without the prior written consent of Parent, become subject to, consent to, or preliminary injunction offer or restraining agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (i) sell, license, assign, transfer, divest, hold separate or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) otherwise dispose of any type referred to 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 Section 7.1(aany manner, or (iii) and Section 7.1(c) 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 offer or agree to, or otherwise take any action with respect 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 Company in general, and (d) consummating and making effective the transactions contemplated herebyevent the Closing occurs.

Commercially Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions of set forth in this Agreement and applicable LawAgreement, the Parties Company and Parent shall each use their respective commercially reasonable efforts to promptly, unless prohibited by Law, (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing all things reasonably necessary, proper or advisable under applicable Laws and regulations Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as soon as practicableAgreement, including such actions the Merger; (ii) obtain from any Governmental Entity any actions, non-actions, clearances, waivers, consents, approvals, permits or things as any other Party may reasonably request in order orders required to cause be obtained by the Company, Parent or any of their respective Subsidiaries in connection with the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers authorization, execution, delivery and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit performance of this Agreement and the consummation of the transactions contemplated herebyby this Agreement, including causing the failure Merger; (iii) promptly make all necessary registrations and filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) any applicable federal or state securities Laws and (B) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the closing conditions set forth in ARTICLE VII non-filing party; (iv) furnish all information required for any application or other filing to be satisfied. Buyers acknowledge thatmade pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) keep the other party informed in all material respects of any material communication received by such party from, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions given by such party to, any Governmental Authority Entity and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any material communication delivered to, and consult with the other party in advance of any meeting or conference with, any Governmental Entity relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto, and giving the other party the opportunity to attend and participate in such meetings and conferences (to the extent permitted by such Governmental Entity or private party); (vii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, including defending any lawsuits or other Personlegal proceedings, (b) defending against all Actions whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, ; and (dviii) consummating execute and making effective deliver any additional instruments necessary to consummate the transactions contemplated herebyby this Agreement. No parties to this Agreement shall consent to any voluntary delay of the Closing at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld. Parent shall take, or cause to be taken, any and all steps and to make any and all undertakings necessary to avoid or eliminate each and every impediment under any antitrust, merger control, competition, or trade regulation Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event, no later than the Termination Date). Notwithstanding anything to the contrary contained in this paragraph 6.8(a), (x) neither Parent nor any of its subsidiaries shall be required to divest any of their respective material businesses, product lines, or assets, or to take or agree to take any other material action or agree to any material limitation on its business practices and (y) the Company shall not be required to divest material businesses, product lines, or assets, or to take or agree to take any other material action or agree to any material limitation on its business practices. (b) Each of the Company, Parent and Sub shall give prompt notice to the other parties of (i) any written notice or other communication from any Governmental Entity in connection with the Merger and (ii) any change or development that is reasonably likely to have a Company Material Adverse Effect or a Parent Material Adverse Effect.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement and applicable Lawprior to the Effective Time, the Parties shall Company and Parent will use their respective commercially reasonable efforts to take, or cause to be taken, in good faith, all actions, and to do, or cause to be done, all things reasonably necessary, proper proper, desirable or advisable under applicable Laws Law, so as to permit consummation of the Merger and regulations or the Subsequent Mergers as promptly as practicable and otherwise to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including such actions or things as any other Party may reasonably request in order to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the enable consummation of the transactions contemplated hereby, including causing and each will cooperate with, and furnish information to, the other party to that end. (b) The Company and Parent will give prompt notice to the other of any fact, event or circumstance known to it that (1) is reasonably likely, individually or taken together with all other facts, events and circumstances known to it, to result in any Material Adverse Effect with respect to it or (2) would cause or constitute a breach of any of its representations, warranties, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in Article 7. (c) From time to time on or prior to the closing Closing Date, the Company and Parent shall promptly, after it becomes aware, supplement any of its representations and warranties with respect to any fact, change, event or circumstance that has had or is reasonably likely to have a Material Adverse Effect on it or which it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained herein by delivering a supplemental Disclosure Schedule (“Supplemental Disclosure Schedule”); provided that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.1(c) or the failure of any condition set forth in Section 7.2 or Section 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in ARTICLE VII Section 7.2 or Section 7.3. The information contained in any such Supplemental Disclosure Schedule shall not be deemed to be satisfied. Buyers acknowledge that, for purposes have modified any of Section 6.4 only, for purposes the representations and warranties of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers the Company or Parent contained in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebybe considered Previously Disclosed.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement and applicable Law, the Parties shall Company and the Buyers will use their respective commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective the transactions contemplated by this Agreement Transaction as soon as practicable, including such actions or things as any other Party party hereto may reasonably request in order to cause any of the conditions to such other Party’s party's obligation to consummate such transactions specified in ARTICLE VII 6 to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, satisfied including causing the failure of the closing conditions set forth in ARTICLE VII without limitation (i) make all filings required by Law to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate made by them in connection with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement the Transaction Documents or the consummation of the transactions contemplated herebyTransaction, and (ii) use their commercially reasonable efforts to obtain all Consents and orders of all Persons required to be obtained in connection with the execution, delivery and performance of the Transaction Documents and the consummation of the Transaction, and (iii) assign and transfer from the Acquired Subsidiaries to the Company or another Company Subsidiary, all outstanding litigation claims . (b) From time to time, as and when requested by any party to this Agreement, the other parties hereto will execute and deliver, or cause to be executed and delivered, all such documents and instruments and will take, or cause to be taken, all such reasonable actions, as such other party hereto may reasonably deem necessary or desirable to consummate the Transaction. (c) lifting Notwithstanding anything to the contrary contained in this Agreement, to the extent the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to the Buyers of any permanent Acquired Asset is prohibited by any applicable Law or preliminary injunction would require any Governmental Authority or restraining third-party authorizations, approvals, consents, or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing Date, and the obtaining thereof is not a condition to the Closing, then following the Closing, and without limiting the provisions set forth in ARTICLE 5, the Company shall be deemed to hold the respective Acquired Asset and all rights and privileges with respect thereto as a trustee for the sole benefit of the Buyers and shall manage such Acquired Asset solely in accordance with instructions of the Buyers, and the parties shall use their respective commercially reasonable efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent, or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to the Buyers the benefits of use of such Acquired Asset. Once such authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of an Acquired Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, the Company shall promptly assign, transfer convey or deliver, or cause to be assigned, transferred, conveyed and delivered, such Acquired Asset to the Buyers for no additional consideration. To the extent that any such Acquired Asset cannot be transferred or the full benefits of use of any such Acquired Asset cannot be provided to the Buyers following the Closing, the Buyers and the Company shall enter into such arrangements for no additional consideration from the Buyers (including subleasing or subcontracting if permitted) to provide to the Buyers the operational equivalent of obtaining such authorization, approval, consent or waiver. Without limitation of the foregoing, in the event that at the Closing the registration of any Transferred Intellectual Property in the name of the Buyers at the relevant Governmental Authority was not yet completed and perfected then without limitation of any other rights of the Buyers, to the extent necessary to grant to the Buyers full and unrestricted use of such Transferred Intellectual Property, the Company hereby grants to the Buyers, effective as of the Closing and subject to any Third Party Licenses, an irrevocable, perpetual, royalty free, fully paid, worldwide, unrestricted, exclusive license to make any use or exploitation with respect thereto, including without limitation the right to grant sublicenses. In the event that any Acquired Asset was not duly transferred or assigned to the Buyers or its Affiliates at the Closing, and notwithstanding, the Closing was completed, then the Company shall take any action after the Closing, as reasonably requested by the Buyers, to allow the Buyers to enforce any rights or privileges of the Company under or with respect to such Acquired Assets, including pursuit of legal proceedings, solely for the benefit of and at the expense of the Buyers, and the Company shall fully cooperate with the Buyers in order to allow the Buyers to achieve the desired result in this regard. (d) Effective at the Closing, the Selling Group Companies shall terminate all their respective insurance policies (the "Business Insurance Policies") related to the Acquired Assets or the Transferred Intellectual Property, and shall pay all costs associated with the termination of the Business Insurance Policies or for the purchase of any run-off policies. (e) The Selling Group Companies shall cooperate with the Buyer in the review of regulatory matters affecting the Selling Group Companies and, in particular, upon the reasonable request of the Buyer, shall take such actions, implement such registrations, submit such permit applications and seek such approvals as may be required by Environmental Laws to insure that the Selling Group Companies and their products are in compliance with all Environmental Laws as of, and immediately after, the Closing in all countries in which those products are sold as of the Closing. Without derogating from the generality of the foregoing, the Selling Group Companies shall take such actions required in connection with Environmental Laws as set forth in Schedule 5.6(e) attached hereto (the "Environmental Matters") in cooperation and consultation with the Buyer. The costs related to such Environmental Matters shall be borne by the Company, provided however that Buyer will bear the cost for the initial $100,000 of out-of-pocket costs and expenses related thereto, in the manner provided for in Section 2.2. (f) Effective at the Closing, the Company and the Selling Subsidiaries hereby constitute and appoint the Buyers as the true and lawful attorneys (separately and jointly) of the Company and the Selling Subsidiaries, with full power of substitution, in the name of the Company, the Selling Subsidiaries and Buyer, but on behalf of and for the benefit of the Buyer and at the Buyer's cost and expense: (i) to demand and receive from time to time any and all the Acquired Assets and to make endorsements and give receipts and releases for and with respect to the same and any part thereof; (ii) to institute, prosecute and settle any and all actions or proceedings that the Buyers may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Acquired Assets; (iii) to defend or settle any or all actions proceedings with respect to any of the Acquired Assets (other than actions or proceedings which the Company acknowledges and agrees in a written instrument signed by the Company and delivered to the Buyers that constitute Excluded Liabilities); and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as the Buyers shall deem necessary or desirable. The Company and the Selling Subsidiaries hereby acknowledge that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by them in any manner or for any reason. The Company and the Selling Subsidiaries shall deliver to the Buyers at the Closing acknowledged powers of attorney to the foregoing effect executed by the Company and the Selling Subsidiaries. (g) In case that during the period of 18 months following the Closing, any of the Buyers discover any Contract, Software, Copyright, Trademark or other similar order issued item of Intellectual Property or entered other asset owned by any court the Company or Governmental Authority a Selling Subsidiary and used in conducting the Business prior to Closing (an “Injunction”"Additional Asset"), which is not included in the Acquired Assets or the Transferred Intellectual Property, then the Buyers may request the Company or a Selling Subsidiary in writing to license or transfer such Additional Asset, as applicable under this Section, to the Buyers in accordance with the provisions hereunder, as if such item had been identified as an Acquired Asset or Transferred Intellectual Property under this Agreement, for no additional consideration. As soon as practicable after receipt by the Company from the Buyers of such request as aforesaid, the Company or a Selling Subsidiary shall provide written confirmation (unless the Company in good faith believes that such Additional Asset should not be so treated) and, such item shall be deemed to have been transferred or licensed as described in this Section. If the Company or a Selling Subsidiary so discovers any such Additional Asset, it shall notify the Buyers and, at the Buyers' written request, the Company or the applicable Selling Subsidiary shall be deemed to have licensed or transferred such Additional Asset to the Buyers in accordance with the terms of this Section. In the event that the Company or a Selling Subsidiary receive, at any time after the Closing, any payments related to the Business, the Company or the Selling Subsidiary, as the case may be, shall promptly transfer such payment to the Buyer (or the applicable Buyer Affiliate). In the event that Buyer or a Buyer Affiliate receive, at any time after the Closing, any payments related solely to an Excluded Asset or from any litigation proceedings of an Acquired Subsidiary existing prior to the Closing and not to the Business, the Buyer or any such Buyer Affiliate, as the case may be, shall promptly transfer such payment to the Company. (h) Without limiting the foregoing, from and after the Closing Date, the Company and the Selling Subsidiaries shall (at its own expense) do all things necessary, proper or advisable under applicable Laws, including signing and delivery of any type referred documents and instruments, as reasonably requested by the Buyers to put the Buyers in effective and registered possession, ownership and control of the Acquired Assets. No party nor any of its subsidiaries shall take any action that is intended to have the effect of, or is reasonably expected to have the effect of, delaying, impairing or impeding the receipt of any required approvals or the satisfaction of any condition in ARTICLE 6. (i) Anything contained in this Agreement to the contrary notwithstanding, none of the parties to this Agreement or their Affiliates will be required to commence litigation or divest or hold separate any business or assets or limit or restrict its rights or ability to engage in any business (other than pursuant to Section 7.1(a) and Section 7.1(c5.8) in generalconnection with the consummation of the Transaction. (j) During the period until the Closing, the Company will promptly (after becoming aware) notify the Buyer of any security incident relating to its information technology systems, including without limitation, any incidents involving loss or potential loss of intellectual property or personally identifiable information. The parties shall work together between the date hereof and the Closing with respect to the following: (i) compliance to PCI DSS V1.1, (ii) completion of a PCI SAQ, (iii) mitigation of identified network security vulnerabilities, (iv) mitigation of identified OS security vulnerabilities, (v) mitigation of identified Application Security vulnerabilities, (vi) apply and validate security patches, (vii) deploy and validate AV tools, and (dviii) consummating migration of non-supported version of operating systems to supported versions with patches. (k) Buyer shall use reasonable commercial efforts to provide the Company with information necessary for the Company to comply with regulations applicable to the Company which are reasonably requested. Requests for such information shall be delivered to a designated representative from Buyer's Strategy and making effective the transactions contemplated herebyCorporate Development group.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement and applicable LawAgreement, each of the Parties shall cooperate with the other Parties and use (and shall cause their respective Subsidiaries to use) its respective commercially reasonable efforts to promptly obtain all approvals, consents, registrations, permits, authorizations and other confirmations required with respect to such Party from Persons in connection with the Transactions (provided, however, that no Party shall be obligated to pay any consideration (or grant any financial accommodation) to any Person from whom any such approval, consent or other confirmation is requested). (b) In furtherance and not in limitation of the foregoing, Golden Queen shall file with the Toronto Stock Exchange (“TSX”) a notice in the form required by TSX rules to request acceptance of the Transactions as promptly as practicable and in any event within ten (10) Business Days of the date of this Agreement, and the other Parties shall provide as promptly as practicable such assistance as Golden Queen reasonably requests for the purposes of such filing, and after such filing each of the Parties shall supply as promptly as practicable any additional information and documentary material that Golden Queen may reasonably request and use its commercially reasonable efforts to take, or cause to be taken, all actionsother actions Golden Queen may reasonably request consistent with this Section 4.3 necessary to obtain such approval. (c) Each of the Parties shall use its commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission by a Party with a Governmental Entity in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Entity relating to the Transactions, including any proceeding initiated by a private party, and (ii) keep the other Parties informed in all material respects and on a reasonably timely basis of any material communication received by such Party from, or given by such Party to, such Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions. Subject to applicable Laws relating to the exchange of information, each of the Parties shall (1) have the right to review in advance, and to dothe extent practicable each shall consult the other on, all the information relating to the Transactions or the other Parties that appears in any filing made by a Party with, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including such actions or things as any other Party may reasonably request in order to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions written materials submitted to, any third party and/or any Governmental Authority or other Person, (b) defending against all Actions challenging this Agreement or Entity in connection with the consummation of Transactions and the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in generalRights Offering Transactions, and (d2) consummating to the extent allowed by the applicable Governmental Entity, consult with the other Parties hereto in advance of any meeting or conference with, the Federal Trade Commission, the Antitrust Division of the Department of Justice or such Governmental Entity relating to the Transactions and making effective give the transactions contemplated herebyother Parties the opportunity to attend and participate in such meetings.

Commercially Reasonable Efforts. Subject (a) Xxxxxx’x and Sellers shall promptly make all filings and seek to obtain all authorizations (including, without limitation, all filings required under the terms and conditions of HSR Act) required under all Applicable Laws with respect to this Agreement and applicable Law, the Parties shall transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto. Xxxxxx’x and Sellers will use their respective commercially reasonable efforts to make such filings by October 12, 2006. Xxxxxx’x and Sellers shall not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction) which would impair the ability of the Parties to consummate the transactions contemplated hereby; and use their commercially reasonable efforts to promptly (x) take, or cause to be taken, all actions, other actions and to (y) do, or cause to be done, all other things reasonably necessary, proper or advisable under applicable Laws appropriate to satisfy the conditions set forth in Article V (unless waived) and regulations or otherwise to consummate and make effective the transactions contemplated by this Agreement on the terms and conditions set forth herein (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation). Sellers shall promptly notify Purchaser of any communication to that party from any Governmental Authority in connection with any required filing with, or approval or review by, such Governmental Authority in connection with this Agreement and the transactions contemplated hereby and permit Purchaser to review in advance any proposed communication to any Governmental Authority in such connection to the extent permitted by Applicable Law. (b) Xxxxxx’x and Sellers shall reasonably cooperate with, and direct their officers, employees, and accountants necessary to assist in the consummation of the financing associated with this Agreement to reasonably cooperate with, Purchaser, its financing sources and their respective representatives in connection with such financing. Following Closing, Purchaser shall have the right to request Xxxxxx’x auditors to conduct an audit of the Business’ financials for a period of up to three years. If requested by Purchaser, Xxxxxx’x shall provide or cause to be provided to Purchaser any financial information and other information as soon as practicable, including reasonably requested in connection with are registered initial public offering or other capital market transaction. Sellers and Xxxxxx’x agree to reasonably cooperate in the conduct of such audit and use commercially reasonable efforts to cause Xxxxxx’x auditors to take such actions or things as any other Party Purchaser may reasonably request in order connection with the audit. Xxxxxx’x shall request the auditors to complete such audit in a timely fashion, and Xxxxxx’x shall use commercially reasonable efforts to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII audit to be fully satisfiedcompleted within such time. Buyers All costs and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated herebyexpenses associated with such audit, including causing the failure of the closing conditions set forth in ARTICLE VII but not limited to audit fees charged by Xxxxxx’x auditors, shall be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, Purchaser’s sole responsibility. (c) lifting Xxxxxx’x and each Seller shall reasonably cooperate at Purchaser’s expense with Purchaser’s efforts in obtaining any permanent or preliminary injunction or restraining order or other similar order issued or entered title policies and surveys reasonably required by Purchaser’s lenders, including reasonable efforts to remove from title any court or Governmental Authority Liens, except Permitted Liens, and Sellers shall provide Purchaser’s title company (an the “InjunctionTitle Company”) of with any type referred reasonable and customary affidavit requested by the Title Company to in Section 7.1(a) and Section 7.1(c) in generalissue such title policies; provided, and (d) consummating and making effective however, that the transactions contemplated herebyforegoing shall not require Sellers or Xxxxxx’x to incur any costs nor shall the foregoing delay Closing nor be considered a condition precedent to Closing.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement and applicable LawAgreement, each of the Parties shall cooperate with the other Party and use their respective (and shall cause its Subsidiaries to use) commercially reasonable efforts to promptly (i) take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably things, necessary, proper or advisable under applicable Laws to cause the conditions to Closing to be satisfied as promptly as commercially practicable and regulations or otherwise to consummate and make effective effective, as promptly as commercially practicable, the transactions contemplated hereby, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, and (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Mergers and the other transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each of the Parties shall (i) make all appropriate filings and submissions under the HSR Act and with any other Governmental Authority pursuant to any other applicable Antitrust Laws or otherwise, as promptly as practicable after the date of this Agreement and (ii) use commercially reasonable efforts to obtain as promptly as practicable the termination of any waiting period under the HSR Act and any applicable foreign Antitrust Laws. (b) Each of the Parties shall use commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the transactions contemplated by this Agreement as soon as practicableand in connection with any investigation or other inquiry by or before a Governmental Authority relating to such transactions, including any proceeding initiated by a private party, and (ii) keep the other Parties reasonably informed in all material respects and on a reasonably timely basis of any material communication received by such actions Party from, or things as given by such Party to, any other Party may reasonably request Governmental Authority and of any material communication received or given in order to cause connection with any of the conditions to such other Party’s obligation to consummate such transactions specified proceeding by a private party, in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into each case regarding any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby. Subject to applicable Laws relating to the exchange of information, including causing the failure each of the closing conditions set forth Parties shall have the right to review in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shalladvance, and shall cause to the extent practicable each will consult the other on, all the information relating to the other Parties and their respective directorsSubsidiaries, officersas the case may be, Affiliatesthat appears in any filing made with, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions written materials submitted to, any third party and/or any Governmental Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective connection with the transactions contemplated hereby. (c) In furtherance and not in limitation of the foregoing, each of the Parties shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted by a Governmental Authority or other Person with respect to the Mergers, the Share Issuance or the other transactions contemplated hereby. In the event that any administrative or judicial action or proceeding is initiated (or threatened to be initiated) by a Governmental Authority challenging the Mergers, the Share Issuance or the other transactions contemplated hereby, each of the Parties shall use commercially reasonable efforts to cooperate with each other and to vigorously contest and resist any such action or proceeding until the entering into by a court of competent jurisdiction of a permanent injunction or other order that permanently prohibits, prevents or restricts the consummation of the Mergers, the Share Issuance or the other transactions contemplated hereby. (d) Notwithstanding the foregoing or any other provision of this Agreement, neither the Company nor Parent shall, without the other party’s prior written consent, commit to any divestiture transaction or agree to any restriction on its business, and nothing in this Section 7.7 shall (i) limit any applicable rights a Party may have to terminate this Agreement pursuant to Article IX so long as such Party has up to then complied in all material respects with its obligations under this Section 7.7 or (ii) require the Parties to offer, accept or agree to (A) dispose or hold separate any part of either of their businesses, operations, assets or product lines (or a combination of Parent’s and the Company’s respective businesses, operations, assets or product lines), (B) not compete in any geographic area or line of business, or (C) restrict the manner in which, or whether, Parent, the Company, the First Step Surviving Corporation, the Surviving Entity or any of their Affiliates may carry on business in any part of the world; provided, however, that the Parties shall be required to take (and to cause their Subsidiaries to take) the actions set forth in clauses (ii)(A) through (ii)(C) of this Section 7.7(d) if, but only if, such actions, considered collectively, would not reasonably be expected to materially adversely affect the business or operations of Parent, the Company and their respective Subsidiaries, taken as a whole.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement and applicable LawAgreement, including Section 6.4, the Parent Parties shall use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts, and the Company shall use (and shall cause the Company Subsidiaries to use) commercially reasonable efforts efforts, to take, take or cause to be taken, taken all actions, actions and to do, do or cause to be done, done all things reasonably necessary, proper or advisable on its respective part under this Agreement and applicable Laws to cause the conditions set forth in Article VII to be satisfied and regulations or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement hereby as soon as practicable, including such actions or things preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, approvals, registrations, authorizations, waivers, Permits and Orders, including the PRC Required Approvals, necessary to be obtained from any other Third Party may reasonably request and/or any Governmental Entity in order to cause consummate the Merger or any of the conditions other transactions contemplated by this Agreement; provided that all obligations of the Company and the Parent Parties relating to the Financing shall be governed exclusively by Section 6.6 and Section 6.7, and not this Section 6.5, and for the avoidance of doubt, no action permitted to be taken pursuant to Section 6.1 or Section 6.4 hereof shall be prohibited by this sentence. In furtherance and not in limitation of the foregoing provisions of this Section 6.5(a), the Parent Parties shall prepare and make all filings and submit all written materials, to the relevant PRC Governmental Entities, in each case, as promptly as practicable after the date of this Agreement and as may be reasonably necessary, proper or advisable for the obtaining of each of the PRC Required Approvals. (b) Each of Parent and the Company shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other Party’s obligation matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to consummate any Third Party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby. Subject to applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other on and consider in good faith the views of the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries and Representatives, 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 hereby, provided, however, that such materials may be redacted (i) to remove references concerning the valuation of the Company, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege and confidentiality concerns. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as practicable. (c) Subject to applicable Laws and the instructions of any Governmental Entity, the Company and Parent each shall keep the other apprised of the status of matters relating to the completion of the transactions specified contemplated hereby, including (i) the obtaining of the PRC Required Approvals and (ii) promptly furnishing the other with copies of notices or other communications received by Parent or any Parent Representative, or the Company or any Company Subsidiary or Company Representative, as the case may be, from any Third Party and/or any Governmental Entity with respect to the Merger and the other transactions contemplated hereby. Neither the Company nor Parent shall permit any of its officers or any of its other Representatives to participate in ARTICLE VII any meeting with any Governmental Entity in respect of any filings related to the transactions contemplated by this Agreement, investigation or other inquiry unless it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat. (d) In furtherance and not in limitation of the covenants of the Parties contained in Section 6.5(a) through Section 6.5(c), if any objections are asserted with respect to the transactions contemplated hereby under any Law or if any Action is instituted (or threatened to be fully satisfied. Buyers and their Affiliates shall not enter into instituted) by any agreement applicable Governmental Entity or complete any private party challenging any of the transactions that contemplated hereby as violation of any Law or which would reasonably be expected to delayotherwise prevent, hinder materially impede or prohibit materially delay the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using each Party shall use its “commercially reasonable efforts,” Buyers shallefforts to vigorously contest, resist and otherwise resolve any such objections or Actions, and shall cause their respective directorsto have vacated, officerslifted, Affiliatesreversed or overturned any Order, employeeswhether temporary, agentspreliminary or permanent, attorneysthat is in effect and that prohibits, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents prevents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the restricts consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) this Agreement so as to permit consummation of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebyby this Agreement. Notwithstanding the foregoing, in no event shall the Company or any of its Affiliates be required to pay any material amount (other than the payment of filing fees and fees of counsel).

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement and applicable LawAgreement, prior to the Parties Effective Time, each Party shall use their respective commercially reasonable efforts efforts, and shall cooperate fully with the other Parties, to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate the Merger and make effective the 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 as soon as practicable(collectively, including such actions the “Requisite Regulatory Approvals“), and the satisfaction, but not the waiver, of the closing conditions set forth in Article VI), and to comply promptly with all requirements of Governmental Authorities applicable to the transactions contemplated by this Agreement. (b) BBV, BBV Sub, Migami and each Subsidiary will cooperate with each other and will take all commercially reasonable steps, and proceed diligently and in good faith: (i) to submit any necessary filings, amendments or things as revisions to any required Governmental Authority or other Party may reasonably request third party in order connection with the transactions contemplated hereby, and (ii) to cause promptly submit and make other applications, notices and submissions (or amendments to any of the conditions foregoing previously submitted) with any Governmental Authority or other third party which must be filed in order for Migami to such other Party’s obligation obtain all Consents which must be obtained prior to consummate such transactions specified the Effective Time in ARTICLE VII order for Migami and the Subsidiaries to operate their respective business as currently operated and currently intended by the Parties to be fully satisfiedoperated following the Closing, it being agreed that Migami shall be solely responsible for the submission of all such applications, notices and submissions. Buyers All such filings shall be made, if not already made, as promptly as practicable and their Affiliates BBV shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested by Migami in connection with such Consents. (c) In furtherance and not enter into in limitation of the covenants of the Parties contained in Sections 5.2(a) and (b), if any agreement objections are asserted with respect to the transactions contemplated hereby under any applicable Law or complete if any suit is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private party challenging any of the transactions that contemplated hereby as violative of any applicable Law or which would reasonably be expected to delayotherwise prevent, hinder materially impede or prohibit materially delay the consummation of the transactions contemplated hereby, including causing the failure BBV and Migami shall use their commercially reasonable efforts to resolve any such objections or suits so as to permit consummation of the closing conditions set forth transactions contemplated by this Agreement, including in ARTICLE VII 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 satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (ainstituted) obtaining all necessary Consents or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any by a Governmental Authority or private party challenging the Merger or any other Persontransaction contemplated by this Agreement, or any other agreement contemplated hereby, BBV and Migami 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. (be) defending against all Actions challenging this Agreement Notwithstanding anything herein to the contrary, neither BBV nor Migami shall be required to agree to any term, condition or modification with respect to obtaining any Consents in connection with the Merger or the consummation of the transactions contemplated herebyby this Agreement that would result in, or would be reasonably likely to result in: (ci) lifting any permanent a Material Adverse Effect of either Party or preliminary injunction (ii) BBV, BBV Sub, Migami Sub or restraining order Migami having to cease, sell or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) otherwise dispose of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and assets or business (d) consummating and making effective including the transactions contemplated herebyrequirement that any such assets or business be held separate).

Commercially Reasonable Efforts. Subject to During the terms and conditions period from the date of this Agreement and applicable Lawcontinuing until the Effective Time or earlier termination of this Agreement, the Parties Company and each of the Company Members agrees that, except as expressly permitted by this Agreement (including the limitations set forth in this Section 5.01), required by Law or to the extent that Parent shall use otherwise consent in writing (which consent shall not be unreasonably or untimely withheld), the Company shall, and shall cause its Subsidiaries to, (a) conduct their respective businesses in the ordinary course consistent with past practices, (b) use all commercially reasonable efforts to take(i) maintain and preserve intact its business organization, or (ii) maintain their rights, franchises, licenses and other authorizations by Governmental Entities (iii) preserve their relationships with directors, executive officers, key employees, customers, suppliers and others having business dealings with them, and (iv) maintain their respective properties and assets in their present state of repair, order and condition, reasonable wear and tear excepted, to the end that their goodwill and ongoing businesses shall not be impaired in any material respect, and (c) use their commercially reasonable efforts to cause its conditions to Closing to be takensatisfied and for the Closing to occur as promptly as practicable and none of the Company or any Company Member shall take any action designed to prevent, all actions, and to do, impede or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective delay the transactions contemplated by Closing. For purposes of this Agreement as soon as practicable(including, including such actions without limitation, this Section 5.01 and Section 5.10), the “commercially reasonable efforts” of the Company and/or the Company Members shall not require the Company, the Company Members or things as any other Party may reasonably request in order to cause any of their respective Subsidiaries, Affiliates or representatives to commence any litigation or arbitration proceeding, to waive or surrender any right, to offer or grant any accommodation or concession (financial or otherwise) to any third party or to otherwise suffer any detriment, to waive or forego any right, remedy or condition hereunder or to provide financing to the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit Parent for the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated hereby.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement and applicable Lawcontained herein, the Parties shall cooperate and use their respective commercially reasonable efforts to take, or cause to be taken, all appropriate actions, and to domake, or cause to be donemade, all things reasonably filings necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective the transactions contemplated by this Agreement Agreement, provided that commercially reasonable efforts shall not require either the Purchasers or the Vendors or any of their respective Affiliates to proffer or accept any order providing for the divestiture of any properties, assets, operations or businesses or undertake any material expenses, provided that it is understood that the Purchasers will pay the costs to filing any applications for Key Regulatory Approvals. Without limiting the generality of the foregoing, the Parties will within 5 Business Days of the date hereof apply for and use their commercially reasonable efforts to obtain all Key Regulatory Approvals which are typically applied for by a purchaser or a vendor, as applicable, and, in doing so, keep each other Party reasonably informed as to the status of the proceedings related to obtaining the Key Regulatory Approvals, including providing the other Parties with copies of all related applications and notifications, in draft form (except where such material is confidential in which case it will be provided (subject to applicable Laws) to the other Parties’ outside counsel on an “external counsel” basis), in order for the other Party to provide its comments thereon, which shall be given due and reasonable consideration. (b) The Vendors will use their commercially reasonable efforts to obtain as soon as practicablepracticable following execution of this Agreement, including such actions or things as any other Party may reasonably request in order to cause all third party consents, approvals and notices required under any of the conditions Material Contracts in a form satisfactory to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delaythe Purchasers, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, acting reasonably. (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) The Purchasers will use commercially reasonable efforts to obtain as soon as practicable following Closing, [Note: Commercially sensitive information redacted] and will give prompt Notice to the Vendors of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebyevents or developments related thereto.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement and applicable LawAgreement, the Parties shall each Party will use their respective commercially its reasonable commercial efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under this Agreement and applicable Law to consummate the Transaction and the other transactions contemplated by this Agreement as promptly as reasonably practicable after the date hereof, including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, filings and other documents and to obtain as promptly as practicable all required material Permits from any Governmental Authority and all other material consents, waivers, Orders, approvals, and clearances necessary or advisable to be obtained from any third party or any Governmental Authority in order to consummate the Transaction or any of the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each Party agrees (i) to make or cause to be made all filings that are required or advisable by applicable Law of Bermuda or the United States or such other Laws with respect to the transactions contemplated by this Agreement, with the objective of obtaining the Requisite Insurance Regulatory Approvals and the Required Contract and Other Permit Consents, and (ii) to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to such Laws and regulations to use its commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods under such Laws as soon as practicable. (b) Each of Parent and the Company shall, in connection with the efforts referenced in Section 6.04(a), use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other of the status of any of the matters contemplated by this Section 6.04, including providing the other with a copy of any written communication (or a summary of any material oral communications) received by any Party from, or given by such Party to, any Governmental Authority and of any written communication (or summary of any material oral communications) received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement, and (iii) to the extent practicable, consult with each other in advance of any meeting or conference with any such Governmental Authority or, in connection with any proceeding by a private party, with any such other Person. (c) Notwithstanding the foregoing or any other provision of this Agreement, as promptly as reasonably practicable following the execution of this Agreement (and, in no event later than fifteen (15) Business Days after the date hereof), Parent shall make all Form A and other filings required by Insurance Regulators in the United States and in Bermuda (the “Form A Filings”) following the execution of this Agreement (which filings shall be made in any event within fifteen (15) Business Days after the date hereof). Parent and the Company shall supply promptly any additional information and documentary material that may be requested by such Insurance Regulators in connection therewith and otherwise fully and promptly cooperate in seeking and obtaining the approvals contemplated thereby, provided that Parent shall in no event be required to consummate agree to (i) any commitment to contribute additional capital to any Company Insurance Subsidiary, or (ii) any restriction, term, condition or requirement that negatively impacts the ability of a Company Insurance Subsidiary to transact business in the ordinary course as presently conducted (other than the imposition of any restriction, term, condition or requirement that limits or affects the ability of Twin Bridges to issue General Insurance Contracts). (d) In furtherance and make effective not in limitation of the covenants of the Parties contained in this Section 6.04, if (i) any objections are asserted with respect to the transactions contemplated by this Agreement as soon as practicableunder any Law or Order, including such actions (ii) any administrative or things as judicial Action is instituted (or threatened to be instituted) by any other Party may reasonably request in order to cause Governmental Authority or private party challenging the Transaction or any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into contemplated by this Agreement as violative of any agreement Law or complete Order or which would otherwise prevent, delay or impede the consummation, or otherwise materially reduce the contemplated benefits, of the Transaction or any of the other transactions contemplated by this Agreement, or (iii) any Law is enacted, entered, promulgated or enforced, or any Order is issued, by a Governmental Authority that would reasonably be expected make the Transaction or any of the other transactions contemplated by this Agreement illegal or would otherwise prevent, delay or impede the consummation, or otherwise materially reduce the contemplated benefits, of the Transaction or any of the other transactions contemplated by this Agreement, then each of the Company and Parent shall use its commercially reasonable efforts to delay, hinder resolve any such objections or prohibit Actions so as to permit the consummation of the transactions contemplated herebyby this Agreement, including causing selling, holding separate or otherwise disposing of or conducting its or its Subsidiaries’ business or assets in a specified manner, or agreeing to sell, hold separate or otherwise dispose of or conduct its or its Subsidiaries’ business or assets in a specified manner, which would resolve such objections or Actions or eliminate such illegality, provided that, in the failure case of any Requisite Insurance Regulatory Approval, Parent shall in no event be required to agree to (i) any commitment to contribute additional capital to any Company Insurance Subsidiary, or (ii) any restriction, term, condition or requirement that negatively impacts the ability of a Company Insurance Subsidiary to transact business in the ordinary course as presently conducted (other than the imposition of any restriction, term, condition or requirement that limits or affects the ability of Twin Bridges to issue General Insurance Contracts). (e) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.04 shall limit a Party’s right to terminate this Agreement pursuant to Section 8.02(a) or 8.02(b) so long as such Party has otherwise complied with its obligations under this Section 6.04 prior to such termination. (f) Each of the closing conditions set forth in ARTICLE VII Company and Parent shall, if any “moratorium,” “control share,” “fair price” or other anti-takeover Law becomes applicable to this Agreement, the Transaction, or any other transactions contemplated by this Agreement, use its commercially reasonable efforts to take such actions so that such Law will cease to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives applicable to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation any of the transactions contemplated hereby, (c) lifting any permanent by this Agreement or preliminary injunction or restraining order or ensure that the Transaction and the other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in general, and (d) consummating and making effective the transactions contemplated herebyby this Agreement may be consummated as promptly as reasonably practicable on the terms contemplated hereby and otherwise to minimize the effect of such Law on this Agreement, the Transaction and the other transactions contemplated by this Agreement.

Commercially Reasonable Efforts. Subject to Between the terms and conditions date of this Agreement and applicable Lawthe Closing Date, the Parties Company, its Subsidiaries, the Sellers and Buyer shall use their respective commercially reasonable efforts to take, or cause to be taken, take all actions, action and to do, or cause to be done, do all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise in order to consummate and make effective the transactions contemplated by this Agreement as soon as practicable(including satisfaction, including such actions or things as any other Party may reasonably request in order to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall but not enter into any agreement or complete any transactions that would reasonably be expected to delaywaiver, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII Section 7); provided, however, that except as explicitly set forth in Section 6.4, the Parties shall not be required to take any action, including paying or committing to pay any amount to (or incurring any obligation in favor of) any person from whom such consent may be satisfiedrequired. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, Buyer acknowledges that certain consents and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives waivers with respect to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order hereby may be required from parties to Contracts or other similar order issued agreements, contracts or entered by any court licenses of the Company or Governmental Authority (an “Injunction”) its Subsidiaries, that such consents and waivers have not been obtained as of any type referred the date hereof and may not be obtained prior to in Section 7.1(a) and Section 7.1(c) in generalthe Closing, and (d) consummating and making effective that so long as the transactions contemplated herebyCompany has made commercially reasonable efforts to obtain material consents requested by the Buyer prior to the Closing, no representation, warranty or covenant of the Sellers or the Company contained herein shall be deemed breached, and, other than the documents listed on Section 2.5.1 of the Schedules, to be delivered by the Sellers pursuant to Section 7.1(v), no condition shall be deemed to not have been satisfied, as a result of the failure to obtain any such consent or waiver or the consequences thereof.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement Agreement, Buyer, Parent and applicable Law, the Parties shall Company will use their respective commercially all commer- cially reasonable efforts to take, or cause to be taken, all actions, necessary or appropriate actions and to do, or cause to be done, all things reasonably necessary, proper necessary or advisable under applicable Laws appropriate to satisfy the conditions to closing set forth in Article 8 hereof and regulations or otherwise to consummate the Transactions on the terms and make effective the transactions contemplated by conditions set forth in this Agreement including, without limitation, to use commercially reasonable efforts to cooperate with the Company in pursuing the sale of the Senior Subordinated Notes, obtaining funding under the Facilities, obtaining the Required Consent and any other consents necessary to be obtained prior to and after the Closing Date. Parent shall assist Buyer and the Company and cooperate with Buyer and the Company, the Bank and the other lenders under the Facilities in order for Buyer to establish its contemplated debt financing arrangements and obtain the Required Amount thereunder. In furtherance and not in limitation of the foregoing, Buyer agrees to make, if required, 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 15 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 take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (b) In connection with the efforts referenced in Section 7.01(a) to obtain all requisite approvals and authorizations for the Transactions under any other Antitrust Law, each of Buyer, Parent and the Company shall use all 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 party, (ii) keep the other parties informed in all material respects of any material communication received by such actions party from, or things as given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other Party may reasonably request Governmental Authority and of any material communication received or given in order to cause connection with any proceeding by a private party, in each case regarding any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and Section 7.1(c) in generalTransactions, and (diii) consummating permit the other parties to review any material communication given by it to, and making effective consult with each other in advance of any meeting or conference with, the transactions contemplated herebyFTC, the DOJ or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person.

Commercially Reasonable Efforts. Subject Unless a different standard of effort is expressly set forth herein with respect to a particular matter, each party hereto shall, on or prior to the terms and conditions Closing, subject to the express provisions of this Agreement and applicable LawAgreement, the Parties shall use their respective its commercially reasonable efforts to take, (a) fulfill or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective obtain the transactions contemplated by this Agreement as soon as practicable, including such actions or things as any other Party may reasonably request in order to cause any fulfillment of the conditions precedent to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure execution and delivery of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge thatany documents, for purposes of Section 6.4 onlycertificates, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents instruments 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 Authority or other Person, (b) defending against all Actions challenging this Agreement or papers that are reasonably required for the consummation of the transactions contemplated hereby, and to enable the Closing to occur as promptly as practicable in accordance with the terms herein and in any event prior to the Termination Date and (cb) lifting obtain as promptly as practicable any permanent consent of, or preliminary injunction or restraining order or other similar order issued or entered by any court or approval by, any Governmental Authority (an “Injunction”) which is required to be obtained by the parties or their respective Affiliates in connection with the transactions contemplated hereby at all times prior to and at the Closing. Without limiting the generality of any type referred the foregoing, the parties shall give all material notices, make all material required filings with or applications to in Section 7.1(a) and Section 7.1(c) in generalGovernmental Authorities, and (d) consummating use commercially reasonable efforts to obtain all material consents of all third parties set forth on the “Material Restrictions Schedule” and making effective all Governmental Authorities necessary for the parties hereto to consummate the transactions contemplated hereby; provided, that no member of the Company Group shall be required to pay any money to any such third party or commence any litigation or arbitration proceeding against any such third party. Notwithstanding the foregoing, all of the provisions of this Section 4.3 shall be subject to Section 4.5 and in the event of a conflict between this Section 4.3 and Section 4.5, Section 4.5 shall govern and control.