Common use of Commercially Reasonable Efforts Clause in Contracts

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided in this Agreement, each of the Parties hereto agrees to use its commercially reasonable efforts to take or cause to be taken all action, to do or cause to be done and to assist and cooperate with the other Party in doing all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated hereby, including but not limited to: (a) the satisfaction of the conditions precedent to the obligations of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated hereby.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided in this Agreement, each of the Parties parties hereto agrees to use its commercially reasonable efforts to take or cause to be taken all action, to do or cause to be done and to assist and cooperate with the other Party parties hereto in doing all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated hereby, including but not limited to: (a) the satisfaction of the conditions precedent to the obligations of the Partiesparties hereto; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party parties hereto may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated hereby.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, each of the Parties hereto agrees to Party shall use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done done, and to assist and cooperate with the other Party Parties in doing doing, all things necessary, proper or advisable under applicable Laws Law to consummate and make effective the transactions contemplated herebyTransactions. Without limiting the generality of the foregoing, the Parties will use their respective commercially reasonable efforts to (i) take all actions necessary to transfer the Acquired Assets and obtain all consents and approvals necessary from any Person, including but not limited to: by facilitating any negotiations reasonably requested by Buyer in connection therewith, (aii) take all actions necessary to cause all conditions set forth in Article 7 to be satisfied as soon as practicable, (iii) lift or rescind any existing Order preventing, prohibiting or delaying the satisfaction consummation of the conditions precedent Transactions, (iv) effect all necessary registration, applications, notices and other filings required by applicable Law, including, as applicable to Sellers, under the obligations of the Parties; (b) the obtaining of applicable Governmental ConsentsBankruptcy Code, and consents, waivers (v) execute and approvals of deliver any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order additional instruments necessary to fully carry out the intent purposes of this Agreement. Notwithstanding Buyer shall not take any action that would reasonably be expected to prevent or materially delay the foregoing, under no circumstances will approval of any Governmental Entity of any of the Investor be required filings referred to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebythis Section 6.5.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions herein provided, except as otherwise provided in this Agreementhereof, each of the Parties hereto agrees to party shall use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions and to do, to do or cause to be done and to assist and cooperate with the other Party in doing done, all things necessary, proper or advisable under applicable Laws laws and regulations to consummate the transactions contemplated by this Agreement as promptly as practicable after the date hereof, including (i) preparing and make effective filing as promptly as practicable all documentation to effect all necessary SEC filings and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Person and/or any Governmental Authority in order to consummate any of the transactions contemplated by this Agreement, (ii) executing and delivering such other documents, instruments and agreements as any party hereto shall reasonably request, and (iii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, orders, registrations, approvals, permits and authorizations. Notwithstanding the foregoing, in no event shall any party have any obligation, in order to consummate the transactions contemplated hereby, including but not limited to: (ai) take any action(s) that would result in Material Adverse Changes in the satisfaction of the conditions precedent benefits to the obligations of Seller on the Parties; (b) one hand or to the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as Purchaser on the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Companyor (ii) dispose of any material assets or make any material change in its business other than as contemplated by this Agreement, the Company Subsidiaries or (iii) expend any third party any information the disclosure material amount of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed funds or otherwise required by incur any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, material burden other than customary passivity commitments, in order to consummate and make effective the transactions those contemplated herebyby this Agreement.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided set forth in this Agreement, in addition to the actions specifically provided for elsewhere in this Agreement, and subject to Section 2.7, each of the Parties hereto agrees to use its commercially reasonable efforts efforts, prior to, at and after the Distribution Effective Time, to take or cause to be taken taken, all actionactions, and to do do, or cause to be done done, and to assist and cooperate with the other Party Parties in doing doing, all things necessary, proper or advisable under applicable Laws necessary to consummate and make effective the Separation Transactions and the other transactions contemplated herebyby this Agreement and the Ancillary Agreements, including but not limited to: using commercially reasonable efforts to (ai) the satisfaction of cause the conditions precedent set forth in Section 3.4 to the obligations of the Partiesbe satisfied; (bii) the obtaining of applicable Governmental Consentsobtain all necessary actions, and waivers, consents, waivers approvals, waiting period expirations or terminations, orders and approvals authorizations from Governmental Authorities and the making of any other third partiesall necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authority, if any); (ciii) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or obtain all third party consents required to be obtained in order to effectuate the performance of the obligations hereunderSeparation Transactions (subject to Article II above); and (div) execute and/or deliver such other instruments as may be reasonably necessary to consummate the execution and delivery of such instrumentstransactions contemplated by, and the taking of such other actions as the other Party may reasonably request in order to fully carry out the intent of purposes of, this Agreement. Notwithstanding To the foregoingextent any Liability to any Governmental Authority or any Third Party arises out of any such action or inaction described in clauses (i), under no circumstances will the Investor be required to disclose to the Company(ii), (iii) and (iv) above, the Company Subsidiaries or transferee of the applicable Asset hereby assumes and agrees to pay any third party any information the disclosure of which is prohibited by Law, nor shall it be required such Liability subject to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebySection 2.7.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided set forth in this Agreement, in addition to the actions specifically provided for elsewhere in this Agreement, and subject to Section 2.4, each of the Parties hereto agrees to use its commercially reasonable efforts efforts, prior to, at and after the Distribution Effective Time, to take or cause to be taken taken, all actionactions, and to do do, or cause to be done done, and to assist and cooperate with the other Party Parties in doing doing, all things necessary, proper or advisable under applicable Laws necessary to consummate and make effective the Separation Transactions and the other transactions contemplated herebyby this Agreement and the Ancillary Agreements, including but not limited to: using commercially reasonable efforts to (a) the satisfaction of cause the conditions precedent set forth in Section 3.3 to the obligations of the Partiesbe satisfied; (b) the obtaining of applicable Governmental Consentsobtain all necessary actions, and waivers, consents, waivers approvals, waiting period expirations or terminations, orders and approvals authorizations from Governmental Authorities and the making of any other third partiesall necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authority, if any); (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or obtain all third party consents required to be obtained in order to effectuate the performance of the obligations hereunderSeparation Transactions (subject to Article II above); and (d) execute and/or deliver such other instruments as may be reasonably necessary to consummate the execution and delivery of such instrumentstransactions contemplated by, and the taking of such other actions as the other Party may reasonably request in order to fully carry out the intent of purposes of, this Agreement. Notwithstanding To the foregoing, under no circumstances will the Investor be required extent any Liability to disclose to the Companyany Governmental Authority or any Third Party arises out of any such action or inaction described in clauses (a) through (d), the Company Subsidiaries or transferee of the applicable Asset hereby assumes and agrees to pay any third party any information the disclosure of which is prohibited by Law, nor shall it be required such Liability subject to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebySection 2.4.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided set forth in this Agreement, each of the Parties hereto agrees to Investors and the Company shall use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done done, and to assist and cooperate with the other Party party or parties hereto in doing doing, all things reasonably necessary, proper or advisable under applicable Laws Legal Requirements to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated herebyby this Agreement, including but not limited using commercially reasonable efforts to: (ai) cause the satisfaction conditions to the issuance of the conditions precedent Shares pursuant to the obligations of the Partiesthis Agreement set forth in Article V to be satisfied; (bii) the obtaining of applicable Governmental Consentsobtain all necessary actions or non-actions, and waivers, consents, waivers approvals, orders and approvals of any other third parties; (c) defending of any claimauthorizations from Governmental Entities and make all necessary registrations, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunderdeclarations and filings with Governmental Entities; and (diii) execute or deliver any additional instruments reasonably necessary to consummate the execution and delivery of such instrumentstransactions contemplated by, and the taking of such other actions as the other Party may reasonably request in order to fully carry out the intent of purposes of, this Agreement. Notwithstanding The Company and the foregoingInvestors shall cooperate with one another (x) in determining whether any action by or in respect of, under no circumstances will the Investor be or filing with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree obtained from parties to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitmentsMaterial Contracts, in order to consummate and make effective connection with the consummation of the transactions contemplated herebyby this Agreement and (y) in taking such reasonable actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided in this Agreementhereof, each of the Parties parties hereto agrees to use its commercially reasonable efforts to take take, or cause to be taken taken, all appropriate action, and to do or cause to be done and to assist and cooperate with the other Party in doing done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions as contemplated herebyby this Agreement and to cooperate in connection with the foregoing, including but not limited to: commercially reasonable efforts: (a) the satisfaction of the conditions precedent to the obligations of the Parties; obtain any necessary waivers, consents and approvals from other parties to material notes, licenses, agreements and other instruments and obligations; (b) the obtaining of applicable Governmental Consents, and to obtain any material consents, waivers approvals, authorizations and approvals of permits required to be obtained under any other third parties; federal, state, provincial or local statute; (c) defending of any claim, action, suit, investigation to defend all lawsuits or proceeding, whether judicial or administrative, other legal proceedings initiated by a third party challenging this Agreement or the performance consummation of the obligations hereunder; and transactions as contemplated hereby; (d) the execution to effect promptly any necessary filings and delivery notifications and prompt submissions of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information requested by Governmental Authorities; (e) to solicit the disclosure of which is prohibited by Law, nor shall it be required consent or approval from such party’s stockholders with respect to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated hereby; and (f) to make any necessary filings on a timely basis with respect to applicable Laws and to obtain any regulatory approvals which may be required to consummate the transactions contemplated herein.

Commercially Reasonable Efforts. Upon 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 subject to the conditions herein provided, except as otherwise provided in of this Agreement, each of the Parties hereto agrees to Sellers and Buyer shall cooperate, and shall use its their commercially reasonable efforts efforts, to take (i) take, or cause to be taken taken, all actionactions and (ii) do, to do or cause to be done and to assist and cooperate with the other Party in doing done, all things necessarynecessary for it to do, proper or advisable under applicable Laws Governmental Rules to consummate and make effective the transactions contemplated herebyby this Agreement, including but not limited to: all actions and all things necessary for it to (aA) comply promptly with all Governmental Rules that may be imposed on it with respect to this Agreement and the satisfaction transactions contemplated hereby (which actions shall include furnishing all information required by applicable Governmental Rule in connection with approvals of or filings with any Governmental Entity), (B) satisfy the conditions precedent to the obligations of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; such Party hereto and (dC) obtain any consent, authorization, order or approval of, or any exemption by any Governmental Entity or other public or private third party required to be obtained or made by Sellers or Buyer in connection with the execution transactions contemplated by this Agreement, in each case, as soon as reasonably practicable following the date hereof; provided, however, that, except as otherwise set forth in this Agreement, no Party shall have any obligation to pay money or make any concessions to obtain such consents. Subject to appropriate confidentiality protections, each Party will furnish to the other Parties such necessary information and delivery of such instruments, and the taking of reasonable assistance as such other actions as the other Party Parties may reasonably request in order to carry out the intent of this Agreement. Notwithstanding connection with the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated hereby.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided set forth in this Agreement, each of the Parties parties hereto agrees to shall use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done done, and to assist and cooperate with the other Party parties in doing doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated herebyby this Agreement and the other Transaction Agreements, including but not limited to: (a) the satisfaction of the conditions precedent to the obligations of the Parties; (bi) the obtaining of applicable all necessary actions or nonactions, waivers, consents and approvals from Governmental ConsentsEntities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (diii) the execution and delivery of such instruments, any additional instruments necessary to consummate the transactions contemplated by this Agreement and the taking of such other actions as the other Party may reasonably request in order Transaction Agreements and to fully carry out the intent purposes of this Agreement. Notwithstanding Agreement and the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyTransaction Agreements.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided in this Agreement, each Each of the Parties parties hereto agrees to use its commercially reasonable efforts to take or cause to be taken all action, to do or cause to be done done, and to assist and cooperate with the other Party in doing doing, all things necessary, proper or advisable under applicable Laws or ensure that the conditions to consummate and make effective the transactions contemplated herebyother party’s obligations hereunder are satisfied, including insofar as such matters are within the control of such party, in the most expeditious manner practicable, including, but not limited to: , (a) the satisfaction of the conditions precedent to the obligations of the Parties; (bi) the obtaining of applicable all necessary waivers, consents and approvals from Governmental ConsentsAuthorities and the making of all necessary registrations and filings (including, but not limited to, filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain any approval or waiver from, or to avoid any action or proceeding by, any Governmental Authority, (ii) the obtaining of all necessary consents, approvals or waivers from third Persons, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (diii) the execution and delivery of such instrumentsany and all agreements, documents and the taking of such other actions instruments as the other Party may reasonably request are necessary and appropriate in order to effectuate and carry out the intent provisions of this Agreement. Notwithstanding Agreement and the foregoing, under no circumstances will Ancillary Instruments to which it is a party and the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure consummation of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyhereby and thereby.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided set forth in this AgreementAgreement but subject to Section 7.2, each of the Parties hereto parties agrees to use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done done, and to assist and cooperate with the other Party parties in doing doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including but not limited tocommercially reasonable efforts to accomplish the following: (ai) the satisfaction taking of all acts necessary to cause the conditions precedent to the obligations of the PartiesClosing to be satisfied (but in no event shall a party be required to waive any such condition) as promptly as practicable; (bii) the obtaining of applicable Governmental Consentsall necessary actions or nonactions, and waivers, consents, waivers clearances and approvals from Governmental Authorities and the making of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; all necessary registrations and (d) the execution and delivery of such instrumentsfilings, and the taking of such other actions all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Authority, including under the other Party may reasonably request HSR Act, or any foreign competition laws, in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose each case to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are extent determined by the Investor in its sole discretion to be unduly burdensomeapplicable to the Merger and the parties hereto, other than customary passivity commitments(iii) the obtaining of all necessary consents, in order approvals or waivers from third parties, (iv) taking all steps as may be necessary to consummate obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and make effective the transactions contemplated herebyapprovals.

Commercially Reasonable Efforts. Upon Without limiting the Parties’ obligations under Section 6.3, upon the terms and subject to the conditions herein provided, except as otherwise provided in this Agreement, until the Closing each of the Parties hereto agrees to shall (and Seller shall cause Seller Parent to) use its commercially reasonable efforts to take or cause to be taken all actionactions, to do or cause to be done and to assist and cooperate with the other Party in doing all things necessary, proper or advisable under applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated hereby, including but not limited toincluding: (a) the satisfaction of the conditions precedent to the obligations of any of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and or approvals of any other Governmental Entities or third parties; (c) the defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, Actions challenging this Agreement or the performance of the obligations hereunderhereby; and (d) the execution and delivery of such instruments, and the taking of such other actions actions, as the other Party may reasonably request require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, none of the Company Subsidiaries or any of its Affiliates or Purchaser or any of its Affiliates shall be obligated to make (or shall make without Purchaser’s consent) any concessions or payments or otherwise pay any consideration to any third party to obtain any information the disclosure of which is prohibited by Lawapplicable consent, nor shall it be required to agree to any restrictions, conditions waiver or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyapproval.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided set forth in this Agreement, each of the Parties hereto parties agrees to use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done done, and to assist and cooperate with the other Party parties hereto in doing doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including but not limited tousing commercially reasonable efforts to accomplish the following: (ai) the satisfaction taking of all acts necessary to cause the conditions precedent to the obligations of the Parties; Closing to be satisfied as promptly as practicable, (bii) the obtaining of applicable Governmental Consentsall necessary actions or nonactions, and consentswaivers, waivers consents and approvals from Governmental Entities and the making of any other third parties; all necessary registrations and filings (cincluding filings with Governmental Entities) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and (iii) the other Party may reasonably request in order to carry out the intent obtaining of this Agreement. Notwithstanding the foregoingall necessary consents, under no circumstances will the Investor approvals or waivers from third parties; provided that none of Parent , Merger Sub, Empagio or SMB shall be required to disclose to the Company, the Company Subsidiaries or make any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree payment to any restrictions, conditions such third parties or commitments imposed or otherwise required by concede anything of value to obtain such consents from any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebysuch third parties.

Commercially Reasonable Efforts. Upon the terms and subject Each party to the conditions herein provided, except as otherwise provided in this Agreement, each of the Parties hereto agrees to Agreement shall use its commercially reasonable efforts to take (i) take, or cause to be taken taken, all appropriate action, to do and do, or cause to be done and to assist and cooperate with the other Party in doing done, all things necessary, proper or advisable under applicable Laws Law or otherwise to promptly consummate and make effective the transactions contemplated herebyby this Agreement, including but not limited to: (aii) lift or rescind any injunction or restraining order or other order adversely affecting the satisfaction ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement and (iii) fulfill all conditions precedent to the such party’s obligations of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of under this Agreement. Each party to this Agreement shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. Notwithstanding the foregoingforegoing or anything to the contrary set forth in this Agreement, under in connection with obtaining such consents from third parties, no circumstances will the Investor party to this Agreement shall be required to disclose to the Companymake payments, the Company Subsidiaries commence litigation or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to modifications of the terms and conditions of any restrictionsagreements with third parties. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, conditions impairing or commitments imposed impeding the receipt of any required authorizations, consents, orders or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyapprovals.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions herein provided, except as otherwise provided set forth in this Agreement, each of the Parties hereto agrees to use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done done, and to assist and cooperate with the other Party Parties in doing doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective effective, as soon as practicable, the Merger, the Share Exchange and the other transactions contemplated hereby, including but not limited toby the Transaction Agreements to which it is a party. Each of the Parties agrees to use commercially reasonable efforts to accomplish the following: (ai) the satisfaction taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VIII to the obligations of the Partiesbe timely satisfied; and (bii) the obtaining of applicable all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental ConsentsEntities and third parties, and consentsto make all necessary registrations, waivers declarations and approvals filings (including registrations, declarations and filings with Governmental Entities, if any). In furtherance and not in limitation of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor Parties agree to make, within ten (10) Business Days of the Closing Date (or within such other earlier timeframe as required by Applicable Law), appropriate filings in connection with each of the Gaming Notifications. (b) Notwithstanding anything herein to the contrary, nothing in this Section 8.8 shall be deemed to require any Party to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such consent may be required to disclose to (unless such payment is required in accordance with the Company, terms of the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyrelevant Contract requiring such consent).

Commercially Reasonable Efforts. Upon Parent and Purchaser shall, and shall cause their respective Subsidiaries, to: (i) promptly make all filings and seek to obtain all authorizations required under all applicable laws with respect to this Agreement and the terms transactions contemplated hereby and subject 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 conditions herein provided, except as otherwise provided in this Agreement, each ability of the Parties hereto agrees parties to consummate the transactions contemplated hereby; and (iii) promptly use its their commercially reasonable efforts to take (x) take, or cause to be taken taken, all actionother actions and (y) do, to do or cause to be done and to assist and cooperate with the done, all other Party in doing all things reasonably necessary, proper or advisable under applicable Laws appropriate to satisfy the conditions set forth in Article V (unless waived) and to consummate and make effective the transactions contemplated hereby, by this Agreement on the terms and conditions set forth herein (including but not limited to: (a) the satisfaction of the conditions precedent seeking to the obligations of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals remove promptly any injunction or other legal barrier that may prevent such consummation). Purchaser shall promptly notify Sellers of any other third parties; (c) defending of communication to that party from any claimGovernmental Authority in connection with any required filing with, actionor approval or review by, suit, investigation or proceeding, whether judicial or administrative, challenging such Governmental Authority in connection with this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyhereby and permit Sellers to review in advance any proposed communication to any Governmental Authority in such connection to the extent permitted by applicable law.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided set forth in this Agreement, each of the Parties hereto parties agrees to use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done done, and to assist and cooperate with the other Party parties in doing doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement. Xtrana and AIC will use their commercially reasonable efforts and cooperate with one another (i) in promptly determining whether any filings are required to be made or consents, approvals, waivers, permits or authorizations are required to be obtained (or, which if not obtained, would result in an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable law or regulation or from any Governmental Entities or third parties, including parties to loan agreements or other debt instruments and including such consents, approvals, waivers, permits or authorizations as may be required to transfer the assets and related liabilities of AIC to the Surviving Corporation in the Merger, in connection with the transactions contemplated hereby, including but not limited to: (a) the satisfaction of the conditions precedent to the obligations of the Parties; (b) the obtaining of applicable Governmental Consentsby this Agreement, and (ii) in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, waivers and approvals of any other third parties; (c) defending of any claimapprovals, action, suit, investigation permits or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyauthorizations.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this AgreementAgreement and applicable Law, each of the Parties hereto agrees to shall use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done and to assist and cooperate with the other Party in doing done, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated herebyby this Agreement as soon as practicable, including but not limited to: (a) the satisfaction of the conditions precedent to the obligations of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of such actions or things as any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party hereto may reasonably request in order to carry out cause any of the intent conditions to such other Party’s obligation to consummate such transactions specified in Article VII to be fully satisfied. Without limiting the generality of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required Parties shall (and shall cause their respective directors, officers and Subsidiaries, and use their commercially reasonable efforts to disclose cause their respective Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to the Companyeach other in (a) obtaining all necessary Consents or other permission or action by, the Company Subsidiaries and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Authority or other Person, (b) lifting any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions permanent or commitments imposed preliminary injunction or otherwise required restraining order or other similar order issued or entered by any Government Entity that are determined by the Investor court or Governmental Authority (an “Injunction”) of any type referred to in its sole discretion to be unduly burdensomeSection 7.1(a) and (c) in general, other than customary passivity commitments, in order to consummate consummating and make making effective the transactions contemplated hereby as expeditiously as possible. 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 VII to be satisfied.

Commercially Reasonable Efforts. Upon 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 subject to the conditions herein provided, except as otherwise provided in of this Agreement, each of the Parties hereto agrees to KKUS and Cumberland shall cooperate, and shall use its their commercially reasonable efforts efforts, to take (i) take, or cause to be taken taken, all actionactions and (ii) do, to do or cause to be done and to assist and cooperate with the other Party in doing done, all things necessarynecessary for it to do, proper or advisable under applicable Laws law to consummate and make effective the transactions contemplated herebyby this Agreement, including but not limited to: all actions and all things necessary for it to (aA) comply promptly with all applicable law that may be imposed on it with respect to this Agreement and the satisfaction transactions contemplated hereby (which actions shall include furnishing all information required by applicable law in connection with approvals of or filings with any Governmental Authority), (B) satisfy the conditions precedent to the obligations of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; such Party hereto and (dC) obtain any consent, authorization, order or approval of, or any exemption by any Governmental Authority or other public or private third party required to be obtained or made by KKUS or Cumberland in connection with the execution transactions contemplated by this Agreement, in each case, as soon as reasonably practicable following the date hereof; provided, however, that, except as otherwise set forth in this Agreement, no Party shall have any obligation to pay money or make any concessions to obtain such consents. Subject to appropriate confidentiality protections, each Party will furnish to the other Parties such necessary information and delivery of such instruments, and the taking of reasonable assistance as such other actions as the other Party Parties may reasonably request in order to carry out the intent of this Agreement. Notwithstanding connection with the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated hereby.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided in this Agreement, each of the Parties parties hereto agrees to use its commercially reasonable efforts to take take, or cause to be taken taken, all actionaction and to do, to do or cause to be done and to assist and cooperate with the other Party in doing done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated herebyby this Agreement and the other Transaction Agreements, including but not limited to: (a) the satisfaction of using commercially reasonable efforts to satisfy the conditions precedent to the obligations of any of the Parties; (b) parties hereto, to obtain all necessary Permits, to effect all necessary registrations and filings and to deliver notices or communications to employees or Governmental Bodies. Without limiting the obtaining generality of the foregoing, each party shall take such action as the other party shall reasonably request to cause the parties to obtain any material Permits of Governmental Bodies and/or the expiration of applicable Governmental Consentswaiting periods. Notwithstanding any provision to the contrary in this Agreement, the Purchaser shall not be required to hold separate, and consentsagree to sell or otherwise dispose of, waivers and approvals assets, categories of assets or businesses of the Purchaser, any other third parties; of its Subsidiaries, the Company or OTI (c) defending of any claimor to enter into agreements with the relevant Governmental Body giving effect thereto). Except as required by Law, action, suit, investigation no material notice or proceeding, whether judicial or administrative, challenging communication to Governmental Bodies with respect to this Agreement or the performance of transactions contemplated by this Agreement or any other Transaction Agreement shall be made by Purchaser, on the obligations hereunder; and (d) the execution and delivery of such instrumentsone hand, and the taking of such other actions as Seller on the other Party may reasonably request in order to carry out hand, without the intent of this Agreement. Notwithstanding the foregoingother parties' prior written consent, under no circumstances will the Investor which shall not be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyunreasonably withheld.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided in this Agreementhereof, each of the Parties parties hereto agrees to use its commercially reasonable efforts to take take, or cause to be taken taken, all appropriate action, and to do or cause to be done and to assist and cooperate with the other Party in doing done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions as contemplated herebyby this Agreement and to cooperate in connection with the foregoing, including but not limited to: commercially reasonable efforts: (a) the satisfaction of the conditions precedent to the obligations of the Parties; obtain any necessary waivers, consents and approvals from other parties to material notes, licenses, agreements and other instruments and obligations; (b) the obtaining of applicable Governmental Consents, and to obtain any material consents, waivers approvals, authorizations and approvals of permits required to be obtained under any other third parties; federal, state, provincial or local statute; (c) defending of any claim, action, suit, investigation to defend all lawsuits or proceeding, whether judicial or administrative, other legal proceedings initiated by a third party challenging this Agreement or the performance consummation of the obligations hereunder; and transactions as contemplated hereby; (d) the execution to effect promptly any necessary filings and delivery notifications and prompt submissions of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information requested by Governmental Authorities; (e) to solicit the disclosure required consent or approval from such party’s stockholders or holders of which is prohibited by Law, nor shall it be required membership units with respect to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated hereby; (f) to make any necessary filings on a timely basis with respect to applicable Laws and to obtain any regulatory approvals which may be required to consummate the transactions contemplated herein; and (g) to negotiate and execute documents and instruments as are necessary to consummate the Financing.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions herein provided, except as otherwise provided in this Agreementhereof, each of the Parties hereto agrees to party shall use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions and to do, to do or cause to be done and to assist and cooperate with the other Party in doing done, all things necessarynecessary , proper or advisable under applicable Laws laws and regulations to consummate the transactions contemplated by this Agreement as promptly as practicable after the date hereof, including (i) preparing and make effective filing as promptly as practicable all documentation to effect all necessary SEC filings and other documents and to obtain as promptly as practicable all consents, waivers , licenses, orders, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Person and/or any Governmental Authority in order to consummate any of the transactions contemplated by this Agreement, (ii) executing and delivering such other documents, instruments and agreements as any party hereto shall reasonably request, and (iii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, orders, registrations, approvals, permits and authorizations. Notwithstanding the foregoing, in no event shall any party have any obligation, in order to consummate the transactions contemplated hereby, including but not limited to: (ai) take any action(s) that would result in Material Adverse Changes in the satisfaction of the conditions precedent benefits to the obligations of Seller on the Parties; (b) one hand or to the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as Purchaser on the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Companyor (ii) dispose of any material assets or make any material change in its business other than as contemplated by this Agreement, the Company Subsidiaries or (iii) expend any third party any information the disclosure material amount of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed funds or otherwise required by incur any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, material burden other than customary passivity commitments, in order to consummate and make effective the transactions those contemplated herebyby this Agreement.

Commercially Reasonable Efforts. Upon Without in any way limiting any other respective obligation of the terms and subject to the conditions herein provided, except as otherwise provided Credit Parties or any Commitment Party in this Agreement, each of the Parties hereto agrees to Party shall use its commercially reasonable efforts to take or cause to be taken all actionactions, to and do or cause to be done and to assist and cooperate with the other Party in doing all things things, reasonably necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated hereby, including but not limited to: (a) the satisfaction of the conditions precedent to the obligations of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions Transaction contemplated herebyby this Agreement, including using commercially reasonable efforts in: (i) timely preparing and filing all documentation reasonably necessary to effect all necessary notices, reports and other filings of such Person and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party or Governmental Entity; (ii) defending any causes of action, suits, or legal or regulatory proceedings or any other action taken by any Person in any way challenging (A) this Agreement or any other Transaction Agreement or (B) the consummation of the Transaction contemplated hereby and thereby, including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed; and (iii) working together in good faith to finalize the Transaction Agreements and all other documents relating thereto, provided that the obligations of each Private Placement Party under this Section 7.1 is limited to Transaction Agreements to which it is a party and the Private Placement.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided in this Agreement, each of the Parties parties hereto agrees to use its commercially reasonable efforts to take take, or cause to be taken taken, all actionaction and to do, to do or cause to be done and to assist and cooperate with the other Party in doing done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated herebyby this Agreement and the other Transaction Agreements, including but not limited to: (a) the satisfaction of using commercially reasonable efforts to satisfy the conditions precedent to the obligations of any of the Parties; (b) parties hereto, to obtain all necessary Permits, to effect all necessary registrations and filings and to deliver notices or communications to employees or Governmental Bodies. Without limiting the obtaining generality of the foregoing, each party shall take such action as the other party shall reasonably request to cause the parties to obtain any material Permits of Governmental Bodies and/or the expiration of applicable Governmental Consentswaiting periods. Notwithstanding any provision to the contrary in this Agreement, the Purchaser shall not be required to hold separate, and consentsagree to sell or otherwise dispose of, waivers and approvals assets, categories of assets or businesses of the Purchaser, any other third parties; of its Subsidiaries, the Company or OTI (c) defending of any claimor to enter into agreements with the relevant Governmental Body giving effect thereto). Except as required by Law, action, suit, investigation no material notice or proceeding, whether judicial or administrative, challenging communication to Governmental Bodies with respect to this Agreement or the performance of transactions contemplated by this Agreement or any other Transaction Agreement shall be made by Purchaser, on the obligations hereunder; and (d) the execution and delivery of such instrumentsone hand, and the taking of such other actions as Sellers and the Company and the Subsidiary on the other Party may reasonably request in order to carry out hand, without the intent of this Agreement. Notwithstanding the foregoingother parties' prior written consent, under no circumstances will the Investor which shall not be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyunreasonably withheld.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, each of the Parties hereto agrees parties to this Agreement shall use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done and to assist and cooperate with the other Party in doing done, all things necessary, proper proper, or advisable under applicable Laws law, so as to consummate and make effective enable such party to consummate, as soon as practicable, the transactions contemplated hereby, including but not limited to: (ai) the satisfaction of the conditions precedent to the obligations of the Parties; (b) the obtaining of applicable Governmental Consents, and all consents, waivers and approvals of approvals, authorizations, permits, or orders from any Governmental Entity (as hereinafter defined) or other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity person that are determined by required for the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective consummation of the transactions contemplated hereby.; (ii) making all necessary filings, and thereafter making any other required submissions, with respect to this Agreement and the 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 conditions to such party’s obligations hereunder as set forth in Section 5; and (iv) executing and delivering all agreements and documents required by the terms hereof to be executed and delivered by such party on or prior to the Effective Time. The term “

Commercially Reasonable Efforts. Upon Subject to the terms and subject to of this Agreement (including the conditions herein provided, except as otherwise provided limitations set forth in this AgreementSection 11.03), each of Buyer, Merger Sub and the Parties hereto agrees to Company shall use its commercially reasonable efforts to take or cause the Closing to be taken all action, to do or cause to be done occur and to assist obtain all approvals, consents, registrations, permits and cooperate with the other Party in doing all things necessary, proper or advisable under applicable Laws authorizations from any Person necessary to consummate the Merger. Without limiting the generality of the foregoing or the provisions of Section 11.05, for purposes of this Section 11.03 and make effective Section 11.05, the "commercially reasonable efforts" of Buyer, Merger Sub or the Company shall include such party's agreement not to seek an injunction against or otherwise oppose, the transactions contemplated hereby, on such terms as may be required by any Governmental Entity; provided, however, that in no event shall any requirement of any party to use "commercially reasonable efforts" require any party to (i) hold separate (including but not limited to: by trust or otherwise) or divest any of their respective businesses or assets, (aii) except as expressly contemplated hereby, agree to any material limitation on the satisfaction operation or conduct of their respective businesses or (iii) waive any of the conditions precedent to the obligations of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request set forth in order to carry out the intent Article III of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, The "commercially reasonable efforts" of the Company shall not require the Company or any of its respective Subsidiaries or Affiliates to expend any third party material amounts of money to remedy any information the disclosure breach of which is prohibited by Lawany representation, nor shall it be required warranty or covenant hereunder or to agree satisfy any condition to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective Buyer consummating the transactions contemplated herebydescribed herein.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, each of the Parties parties hereto agrees to use its commercially reasonable efforts to take take, or cause to be taken taken, all actionaction and to do, to do or cause to be done and to assist and cooperate with the other Party in doing done, all things necessary, proper or advisable under applicable Laws laws to consummate and make effective the transactions contemplated herebyby this Agreement, including but not limited to: (a) the satisfaction obtaining of all necessary actions, waivers, consents and approvals from Governmental Authorities and the conditions precedent making of all necessary registrations and filings (including filings required under the HSR Act), and the taking of all reasonable steps as may be necessary to the obligations of the Parties; obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (b) the obtaining of applicable Governmental Consents, and all necessary consents, approvals or waivers from Third Parties and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; PROVIDED, HOWEVER, that nothing herein shall limit or diminish each party's right to approve the Refinancing referred to in Section 6.5. In furtherance of the foregoing, Purchaser and Company each shall furnish to the other such instruments, necessary information and the taking of such other actions reasonable assistance as the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be connection with obtaining any consents required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited be obtained by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyhereunder.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided in this Agreement, and without limiting the obligations of the Parties under Section 6.5, each of the Parties hereto agrees to use its commercially reasonable efforts to take or cause to be taken all actionactions, to do or cause to be done and to assist and cooperate with the other Party Parties in doing all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated herebyby this Agreement, including but not limited toincluding: (a) the satisfaction of the conditions precedent to the obligations of any of the PartiesParties hereto; (b) the obtaining or filing, as the case may be, of applicable Governmental Consents, and consents, waivers and or approvals of or notices to, any third parties (other third partiesthan Governmental Entities, which are governed by Section 6.5), including those required in order for an Acquired Company to maintain any Permit after the Closing; (c) subject to Section 6.5, the defending of any claim, action, suit, investigation or proceedingActions, whether judicial or administrative, challenging this Agreement or the performance of the its obligations hereunder; hereunder and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party Parties may reasonably request require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, none of the Company Subsidiaries or the Holders 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 information applicable consent, waiver or approval or incur any Liability or make any commitment or agreement effective in connection with the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyFinancing.

Commercially Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, each of the Parties hereto agrees to Company, Parent and Merger Sub shall use its all commercially reasonable efforts to take take, or cause to be taken taken, all actionactions and to do, to do or cause to be done and to assist and cooperate with the other Party in doing done, all things necessary, proper or advisable under applicable Laws Applicable Law to consummate and make effective the transactions contemplated herebyby this Agreement, including but (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement; provided that the parties hereto understand and agree that the commercially reasonable efforts of any party hereto shall not limited to: be deemed to include (ai) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the satisfaction transactions contemplated hereby or (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the conditions precedent foregoing) with respect to the obligations any of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement its or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Surviving Corporation’s Subsidiaries or any third party any information the disclosure of which is prohibited by Lawtheir respective Affiliates’ businesses, nor shall it be required to agree to any restrictions, conditions assets or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyproperties.

Commercially Reasonable Efforts. Upon Subject to the terms and subject conditions contained herein and except to the conditions herein provided, except as extent otherwise provided in this Agreementrequired under applicable laws and regulations, each of the Parties hereto agrees to Buyer and the Seller shall use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done done, and to assist and cooperate with the other Party party in doing doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated herebyby this Agreement and the Ancillary Agreements, including but not limited to: (a) the satisfaction obtaining of all necessary actions or nonactions, waivers, Consents and approvals from Governmental Authorities and the conditions precedent making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to the obligations of the Parties; obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (b) the obtaining of applicable Governmental all necessary Consents, and consents, approvals or waivers and approvals of any other from third parties; (c) defending of any claim, actionincluding the Seller, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose relating to the Company, E&PA Business as are necessary for the Company Subsidiaries or any third party any information the disclosure consummation of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated hereby, to provide the Buyer with the economic benefit of any Nonassignable Items as set forth in SECTION 2.3 of this Agreement and (c) otherwise fulfill the conditions to consummation of the transactions contemplated hereby set forth in ARTICLE 9 of this Agreement.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, each of the Parties hereto agrees to Party shall use its commercially reasonable efforts Commercially Reasonable Efforts to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done and to assist and cooperate with the other Party in doing done, all things necessary, proper or advisable under applicable consistent with Applicable Laws to consummate and make effective in the most expeditious manner practicable the transactions contemplated hereby, including but not limited to: (a) the satisfaction of satisfying the conditions precedent to the obligations of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery consummation of such instrumentstransactions, and including using Commercially Reasonable Efforts to oppose any Governmental Authority seeking an Order preventing the taking consummation of such other actions as the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated hereby. (b) Seller and Employer shall use their Commercially Reasonable Efforts to assist Buyer in obtaining agreements with any labor organization necessary or appropriate to effectuate the terms of this Agreement, including the provisions of Section 10.3 hereof. (c) Notwithstanding anything in this Agreement to the contrary, neither of the Parties hereto shall, without prior written consent of the other Party, take or fail to take any action, which would reasonably be expected to prevent or materially impede, interfere with or delay the transactions contemplated by this Agreement; provided that, subject to the performance of its obligations hereunder, neither Party shall be required to undertake extraordinary measures inconsistent with the normal operations and business of such Party.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided in this Agreement, each of the Parties parties hereto agrees to use its commercially reasonable efforts to take or cause to be taken all action, to do or cause to be done done, and to assist and cooperate with the other Party party hereto in doing doing, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated hereby, including including, but not limited to: , (a) the satisfaction of the conditions precedent to the obligations of any of the Parties; parties hereto, (b) the obtaining of applicable Governmental Consents, and consents, waivers and or approvals of any other third parties; parties under the Material Contracts, (c) the defending of any claim, action, suit, investigation lawsuits or proceedingother legal proceedings, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; , and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party party hereto may reasonably request require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose anything to the Companycontrary in this Agreement, the Company Subsidiaries parties hereto acknowledge and agree that neither Seller nor Buyer shall have any obligation to pay any consideration or to offer to grant, or agree to, any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions financial or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, accommodation in order to consummate obtain any third-party consents, waivers and make effective the transactions contemplated herebyapprovals.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided in this Agreement, each of the Parties hereto agrees to use its commercially reasonable efforts to take or cause to be taken all action, to do or cause to be done and to assist and cooperate reasonably with the other Party in doing all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated hereby, including but not limited to: (a) the satisfaction of the conditions precedent to the obligations of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; and (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Governmental Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated hereby.

Commercially Reasonable Efforts. Upon the terms and subject Each party to the conditions herein provided, except as otherwise provided in this Agreement, each of the Parties hereto agrees to Agreement shall use its commercially reasonable efforts to take (a) take, or cause to be taken taken, all appropriate action, to do and do, or cause to be done and to assist and cooperate with the other Party in doing done, all things necessary, proper or advisable under applicable Laws Law or otherwise to promptly consummate and make effective the transactions contemplated herebyTransactions, including but not limited to: (a) the satisfaction of the conditions precedent to the obligations of the Parties; (b) lift or rescind any injunction or restraining order or other order adversely affecting the obtaining ability of applicable Governmental Consents, the parties to this Agreement to consummate the Transactions and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or fulfill all conditions to the performance of the such party’s obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of under this Agreement. Each party to this Agreement shall cooperate fully with the other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. Notwithstanding the foregoingforegoing or anything to the contrary set forth in this Agreement, under in connection with obtaining such consents from third parties, no circumstances will the Investor party to this Agreement shall be required to disclose to the Companymake payments, the Company Subsidiaries commence litigation or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to modifications of the terms and conditions of any restrictionsagreements with third parties. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, conditions impairing or commitments imposed impeding the receipt of any required authorizations, consents, orders or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyapprovals.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions herein provided, except as otherwise provided in this Agreement, each of the Parties parties hereto agrees to shall use its commercially reasonable efforts to take promptly, or cause to be taken taken, all actionactions, and to do promptly, or cause to be done and to assist and cooperate with the other Party in doing done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated hereby, including but not limited to: (a) the satisfaction of the conditions precedent to the obligations of the Parties; (b) the obtaining of applicable Governmental Consentsobtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and consentsto avoid the entry or remove any injunctions, waivers and approvals of any temporary restraining orders or other third parties; (c) defending of any claimimpediments or delays, action, suit, investigation legal or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitmentsotherwise, in order to consummate and make effective the transactions contemplated herebyby this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. In addition, each of the parties hereto agrees, and agrees to instruct its respective counsel, to cooperate with each other to facilitate and to obtain all necessary waivers, consents and approvals at the earliest practicable date. Notwithstanding anything herein to the contrary, no party hereto nor any of their representatives will communicate with any governmental or regulatory authority (except on insubstantial procedural issues) without giving the other parties a reasonable opportunity to participate in such communication to the extent permitted by the governmental or regulatory Authority.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, each of the Parties parties hereto agrees to use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done and to assist and cooperate with the other Party in doing done, all things necessary, proper or advisable under applicable Laws laws and regulations to consummate and make effective the transactions contemplated herebyby this Agreement as promptly as practicable 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 commercially reasonable actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity and (ii) the satisfaction of all conditions to Closing; PROVIDED that the foregoing shall not obligate either party or any of its Affiliates to: (a) the satisfaction divest any assets or agree to limit its future activities, method or place of the conditions precedent to the obligations of the Parties; doing business, (b) commence any litigation against any Person in order to facilitate the obtaining consummation of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; the transactions contemplated hereby or (c) defending of defend against any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required litigation brought by any Government Entity that are determined by Person seeking to prevent the Investor in its sole discretion to be unduly burdensomeconsummation of, other than customary passivity commitmentsor impose limitations on, in order to consummate and make effective the transactions contemplated hereby.

Commercially Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, each of the Parties parties hereto agrees to use its commercially reasonable efforts in good faith to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done and to assist and cooperate with the other Party in doing done, all things necessary, proper or desirable, or advisable under applicable Laws laws, so as to consummate and make effective permit consummation of the transactions contemplated herebyhereby as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall cooperate fully with the other parties hereto to that end, including but not limited to: (a) in relation to the satisfaction of the conditions precedent to the obligations of the Parties; (b) the obtaining of applicable Governmental ConsentsClosing set forth in Section 1.2 and cooperating in seeking to obtain any consent, approval or waiver required from, and consentssubmitting any required notices or other documentation to, waivers and approvals of Governmental Entities; provided¸ however, that any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of information will be provided subject to such other actions confidentiality requests as the other Party party providing such information may reasonably request in order to carry out seek. In the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will event the Investor be is required by the Federal Reserve to disclose to make any “passivity” or similar non-control or anti-association commitments in connection with the Companypurchase of Purchased Securities hereunder, the Company Subsidiaries or Investor agrees to make any third party such commitments on a timely basis; provided, however, that such commitments shall not include any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, restrictions (other than customary restrictions typically contained in the Federal Reserve’s form of passivity commitmentsand anti-association commitments for similar transactions) that are materially and unreasonably burdensome to the Investor or the Company; provided, in order further, that if the Investor is required to consummate provide confidential and make effective proprietary information of itself or its Affiliates to the transactions contemplated herebyFederal Reserve, such information may be so provided directly to the Federal Reserve with the Investor giving prompt notice of any such request and disclosure.