Common use of Consents and Reasonable Efforts Clause in Contracts

Consents and Reasonable Efforts. (a) Prior to September 1, 1998, the Company will provide Buyer with a list of each material License and shall cooperate with Buyer to determine a list of all Requisite Regulatory Approvals. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable (it being recognized that time is of the essence), including, (i) obtaining all Consents, approvals and agreements of, and giving and making all notices and filings with, any governmental and regulatory authorities necessary to authorize, approve or permit the consummation of the transactions contemplated by this Agreement, including, the Requisite Regulatory Approvals and (ii) obtain all other approvals and Consents to the transactions contemplated by this Agreement including (x) the Consents of third parties required to assign or otherwise transfer to Buyer the Contracts identified in Section 3.4(a)(v) of the Disclosure Schedule, and (y) the approvals of third parties to Buyer's assumption of the Company's obligations under the Contracts identified in Section 3.4(a)(vi) of the Disclosure Schedule. In connection with and in furtherance of the foregoing, Buyer agrees to use its commercially reasonable efforts to file all required applications with state insurance commissioners or departments on Form A and all comparable forms in Canada, the U.K., Australia and New Zealand, not later than thirty (30) days from the date hereof. Each of the Company and Buyer shall promptly inform the other of any material communication received by such party or any of its Affiliates from any regulatory agency regarding any of the transactions contemplated hereby. Each of the Company and Buyer shall advise the other promptly of any understandings, undertakings or agreements which such party or any of its affiliates proposes to make or enter into with any regulatory agency in connection with the transactions contemplated hereby. The Company shall be entitled to notice of and to participate in all hearings of any regulatory agency held in connection with or relating to any of the transactions contemplated hereby. (c) The Company and Buyer shall use all commercially reasonable efforts to terminate the guarantees by the Company of obligations of Subsidiaries as identified in Section 5.6(c) of the Disclosure Schedule (the "Guarantees"), and arrange for Buyer to assume the obligations of the Company under the Guarantees. (d) In the event and to the extent that Buyer and the Company are unable to obtain any required approval or Consent of any person other than a Governmental Entity to any Contract to be assigned to Buyer hereunder, (i) the Company shall use commercially reasonable efforts in cooperation with Buyer to (x) provide or cause to be provided to Buyer the benefits of any such Contract, (y) cooperate in any arrangement, reasonable and lawful as to the Company and Buyer, designed to provide such benefits to Buyer and (z) enforce for the account of Buyer any rights of the Company arising from such Contract, including the right to elect to terminate in accordance with the terms thereof on the advice of Buyer; (ii) Buyer shall use commercially reasonable efforts to perform the obligations of the Company arising under such Contract, to the extent that, by reason of the transactions consummated pursuant to this Agreement, Buyer has control over the resources necessary to perform such obligations; and (iii) the consummation of the transactions contemplated hereby shall not be deemed to have resulted in the assignment of such Contract. If and when any such approval or Consent shall be obtained or such Contract shall otherwise become assignable, the Company shall promptly assign all of its rights and obligations thereunder to Buyer without the payment of further consideration and Buyer shall, without the payment of any further consideration therefor, assume such rights and obligation and the Company shall be relieved of any and all obligation or liability hereunder. (e) (i) If, on the Closing Date, there has not been obtained any Requisite Regulatory Approval with respect to any Subsidiary in the absence of which the conditions precedent to the Closing set forth in Article VI would nevertheless be satisfied, the securities (or other ownership interests) representing all of the Company's ownership of such Subsidiary (the "Deferred Securities") shall not be delivered to Buyer at Closing and, if owned by another Subsidiary, shall be transferred, by dividend or otherwise, from such Subsidiary to the Company immediately prior to Closing; provided that, Buyer may, at its election, proceed to take delivery of the Deferred Securities if such action would not (i) subject Parent or any subsidiary or Affiliate of Parent (other than a Subsidiary), or any officer, director or agent of any such Person, to any liability or penalty or (ii) be in violation of any Law or Order applicable to or binding on Parent or any subsidiary or Affiliate or Parent (other than a Subsidiary), or any officer, director or agent of any such Person. From and after the Closing, the parties hereto, at their respective expense, shall continue to use reasonable best efforts to obtain all Requisite Regulatory Approvals relating to the Deferred Securities or the transfer thereof. (ii) Until such time as any Deferred Securities have been transferred to Buyer or a third party in accordance with this Section 5.6(e) (each a "Deferred Transfer"), the Subsidiaries to which any Deferred Securities relate shall be managed and operated by the Company in the manner hereinafter provided from the Closing and until the respective Deferred Transfer, with all gains, income, excess cash flow, losses, expenses, Taxes or other items generated thereby to be for the account of such Subsidiaries and not in any respect for the account of Parent or its other Affiliates. From the Closing Date to the date of the Deferred Transfer, the Company shall hold the Deferred Securities and operate the Subsidiaries to which the Deferred Securities relate only in the ordinary course substantially consistent with past practice and shall use all reasonable efforts to preserve intact such Subsidiaries' business, keep available such Subsidiaries' officers and employees, maintain such Subsidiaries' Licenses and Contracts and preserve such Subsidiaries' relationships with customers, suppliers, creditors, reinsurers, brokers, agents and others having business dealings with them. (iii) Unless otherwise transferred upon Buyer's instructions in accordance with this Section 5.6(e), the certificates for the relevant Deferred Securities, duly endorsed in blank and with all necessary transfer stamps affixed thereto or such other assignments, deeds, share transfer forms or other instruments or documents are necessary in order to effectively transfer the Deferred Securities, will be delivered to Buyer free and clear of all Liens, without the payment of any additional consideration by Buyer, on the date which is no more than five business days after all Requisite Regulatory Approvals relating to any such Deferred Securities or the transfer thereof shall have been obtained or on such other date as the parties may mutually agree. (iv) The Company shall, on the Buyer's written instructions at any time after the Closing Date (subject to applicable Law), or may at any time after 12 months after the Closing Date, for Buyer's benefit, sell or dispose of the Deferred Securities or the assets of the Subsidiaries to which such Deferred Securities relate, on such terms and conditions as Buyer shall reasonably determine, and remit the proceeds of such sale to Buyer; provided that the Company shall have no liability to any transferee of such Deferred Securities or assets other than for negligence or wilful misconduct. (v) The Company shall provide Buyer with a quarterly accounting, as well as an accounting as of the date of any Deferred Transfer, covering all transactions entered into on behalf of Buyer from the Closing Date or, if more recent, the date as of which any previous accounting was measured, to the date as of which such accounting is measured. Buyer shall have full access, subject to applicable Law, upon reasonable notice and during normal business hours to the properties, officers, employees, books, papers and records of any Subsidiary to which Deferred Securities relate. 5.7

Consents and Reasonable Efforts. (a) Prior Subject to September 1, 1998, the Company will provide Buyer with a list of each material License and shall cooperate with Buyer to determine a list of all Requisite Regulatory Approvals. (b) Upon the terms and subject to the conditions set forth in of this Agreement, each of Purchaser, the parties hereto agrees to XXXXX (redacted defined term) Companies, Sellers and Sun Life Financial shall, and shall cause their respective Affiliates XXXXX (redacted commercially sensitive information) to, use all commercially their reasonable best efforts (i) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things actions necessary, proper or advisable to consummate and make effective comply promptly with all requirements with respect to the transactions contemplated by this Agreement as promptly as practicable and the Ancillary Agreements and, subject to the conditions set forth in Article VII and Article VIII, to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and (it being recognized that time is of ii) to obtain (and to cooperate with the essence)other party to obtain) any consent, includingauthorization, (i) obtaining all Consents, approvals and agreements order or approval of, and giving and making all notices and filings withor any exemption by, any governmental Governmental Authority and regulatory authorities necessary any other third party which is required to authorizebe obtained by Purchaser, approve the XXXXX (redacted defined term) Companies, Sun Life Financial or permit the consummation any of Sellers or any of their respective Affiliates in connection with the transactions contemplated by this Agreement, includingit being understood and agreed that “reasonable best efforts” shall be deemed to include (A) Sellers, Sun Life Financial, Purchaser and the Requisite Regulatory Approvals and XXXXX (iiredacted defined term) obtain all other approvals and Consents to the transactions contemplated by this Agreement including (x) the Consents of third parties required to assign or otherwise transfer to Buyer the Contracts identified in Section 3.4(a)(v) of the Disclosure ScheduleCompanies complying, and (y) the approvals causing their respective Affiliates to comply, with any requirements of third parties to Buyer's assumption Applicable Law or of the Company's obligations under the Contracts identified any Governmental Authority that may arise or be imposed in Section 3.4(a)(vi) of the Disclosure Schedule. In connection with and in furtherance of the foregoing, Buyer agrees to use its commercially reasonable efforts to file all required applications with state insurance commissioners or departments on Form A and all comparable forms in Canada, the U.K., Australia and New Zealand, not later than thirty (30) days from the date hereof. Each of the Company and Buyer shall promptly inform the other of any material communication received by such party or any of its Affiliates from any regulatory agency regarding any approval of the transactions contemplated hereby. Each , subject, in the case of the Company and Buyer shall advise the other promptly of any understandings, undertakings or agreements which such party Purchaser or any of its affiliates proposes the XXXXX (redacted defined term) Companies, to make Section 5.5(h) hereof, and (B) Purchaser or enter into with any regulatory agency in connection with the transactions contemplated hereby. The Company shall be entitled to notice of and to participate in all hearings of any regulatory agency held in connection with or relating to any of the transactions contemplated hereby. XXXXX (credacted defined term) The Company and Buyer shall use all commercially reasonable efforts Companies agreeing (or permitting SLUS to terminate agree) to a limitation that is within the guarantees by the Company of obligations of Subsidiaries as identified in Section 5.6(c) scope of the Disclosure Schedule (the "Guarantees"), and arrange for Buyer to assume the obligations of the Company under the Guarantees. (d) In the event and to the extent that Buyer and the Company are unable to obtain any required approval or Consent of any person other than a Governmental Entity to any Contract to be assigned to Buyer hereunder, (i) the Company shall use commercially reasonable efforts in cooperation with Buyer to (x) provide or cause to be provided to Buyer the benefits of any such Contract, (y) cooperate in any arrangement, reasonable and lawful as to the Company and Buyer, designed to provide such benefits to Buyer and (z) enforce for the account of Buyer any rights of the Company arising from such Contract, including the right to elect to terminate in accordance with the terms thereof on the advice of Buyer; (ii) Buyer shall use commercially reasonable efforts to perform the obligations of the Company arising under such Contract, to the extent that, by reason of the transactions consummated pursuant to this Agreement, Buyer has control over the resources necessary to perform such obligations; and (iii) the consummation of the transactions contemplated hereby shall not be deemed to have resulted proviso contained in the assignment second sentence of such Contract. If and when any such approval or Consent shall be obtained or such Contract shall otherwise become assignable, the Company shall promptly assign all of its rights and obligations thereunder to Buyer without the payment of further consideration and Buyer shall, without the payment of any further consideration therefor, assume such rights and obligation and the Company shall be relieved of any and all obligation or liability hereunder. (e) (i) If, on the Closing Date, there has not been obtained any Requisite Regulatory Approval with respect to any Subsidiary in the absence of which the conditions precedent to the Closing set forth in Article VI would nevertheless be satisfied, the securities (or other ownership interests) representing all of the Company's ownership of such Subsidiary (the "Deferred Securities") shall not be delivered to Buyer at Closing and, if owned by another Subsidiary, shall be transferred, by dividend or otherwise, from such Subsidiary to the Company immediately prior to Closing; provided that, Buyer may, at its election, proceed to take delivery of the Deferred Securities if such action would not (i) subject Parent or any subsidiary or Affiliate of Parent (other than a SubsidiarySection 5.5(h), or any officer, director or agent of any such Person, to any liability or penalty or (ii) be in violation of any Law or Order applicable to or binding on Parent or any subsidiary or Affiliate or Parent (other than a Subsidiary), or any officer, director or agent of any such Person. From and after the Closing, the parties hereto, at their respective expense, shall continue to use reasonable best efforts to obtain all Requisite Regulatory Approvals relating to the Deferred Securities or the transfer thereof. (ii) Until such time as any Deferred Securities have been transferred to Buyer or a third party in accordance with this Section 5.6(e) (each a "Deferred Transfer"), the Subsidiaries to which any Deferred Securities relate shall be managed and operated by the Company in the manner hereinafter provided from the Closing and until the respective Deferred Transfer, with all gains, income, excess cash flow, losses, expenses, Taxes or other items generated thereby to be for the account of such Subsidiaries and not in any respect for the account of Parent or its other Affiliates. From the Closing Date to the date of the Deferred Transfer, the Company shall hold the Deferred Securities and operate the Subsidiaries to which the Deferred Securities relate only in the ordinary course substantially consistent with past practice and shall use all reasonable efforts to preserve intact such Subsidiaries' business, keep available such Subsidiaries' officers and employees, maintain such Subsidiaries' Licenses and Contracts and preserve such Subsidiaries' relationships with customers, suppliers, creditors, reinsurers, brokers, agents and others having business dealings with them. (iii) Unless otherwise transferred upon Buyer's instructions in accordance with this Section 5.6(e), the certificates for the relevant Deferred Securities, duly endorsed in blank and with all necessary transfer stamps affixed thereto or such other assignments, deeds, share transfer forms or other instruments or documents are necessary in order to effectively transfer the Deferred Securities, will be delivered to Buyer free and clear of all Liens, without the payment of any additional consideration by Buyer, on the date which is no more than five business days after all Requisite Regulatory Approvals relating to any such Deferred Securities or the transfer thereof shall have been obtained or on such other date as the parties may mutually agree. (iv) The Company shall, on the Buyer's written instructions at any time after the Closing Date (subject to applicable Law), or may at any time after 12 months after the Closing Date, for Buyer's benefit, sell or dispose of the Deferred Securities or the assets of the Subsidiaries to which such Deferred Securities relate, on such terms and conditions as Buyer shall reasonably determine, and remit the proceeds of such sale to Buyer; provided that the Company shall have no liability to any transferee of such Deferred Securities or assets other than for negligence or wilful misconduct. (v) The Company shall provide Buyer with a quarterly accounting, as well as an accounting as of the date of any Deferred Transfer, covering all transactions entered into on behalf of Buyer from the Closing Date or, if more recent, the date as of which any previous accounting was measured, to the date as of which such accounting is measured. Buyer shall have full access, subject to applicable Law, upon reasonable notice and during normal business hours to the properties, officers, employees, books, papers and records of any Subsidiary to which Deferred Securities relate. 5.7.

Consents and Reasonable Efforts. Buyer and Seller will, as soon as reasonably practicable after the Execution Date, commence to take all commercially reasonable actions required to obtain all consents, approvals, waivers and agreements of, and to give all notices and make all other registrations or filings with, any third parties, including governmental authorities, including any such filing required under the HSR Act, or any similar law of any applicable jurisdiction concerning combinations of a business (a) Prior together with the HSR Act, a "Business Combination Law"), necessary, to September 1be obtained, 1998given or made by the Buyer or the Seller, as the case may be (including without limitation in the case of the Seller, the Company will provide Buyer with a list items listed on Section 2.2(c) of each material License the Disclosure Schedule) in order to authorize, approve or permit the full and complete sale, conveyance, assignment, transfer and delivery of the Equity and the continuance in full force and effect of the permits, contracts and other agreements set forth on the Disclosure Schedules, and shall cooperate with Buyer each other with respect thereto. In addition, subject to determine a list of all Requisite Regulatory Approvals. (b) Upon the terms and subject to the conditions set forth in this Agreementherein provided, each of the parties hereto Parties covenants and agrees to use after the Execution Date all commercially reasonable efforts to take, or cause to be taken, all actions, and to or do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable (it being recognized that time is of the essence), including, (i) obtaining all Consents, approvals and agreements of, and giving and making all notices and filings with, any governmental and regulatory authorities necessary to authorize, approve or permit the consummation of the transactions contemplated by this Agreement, including, the Requisite Regulatory Approvals and (ii) obtain all other approvals and Consents to the transactions contemplated by this Agreement including (x) the Consents of third parties required to assign or otherwise transfer to Buyer the Contracts identified in Section 3.4(a)(v) of the Disclosure Schedule, and (y) the approvals of third parties to Buyer's assumption of the Company's obligations under the Contracts identified in Section 3.4(a)(vi) of the Disclosure Schedule. In connection with and in furtherance of the foregoing, Buyer agrees to use its commercially reasonable efforts to file all required applications with state insurance commissioners or departments on Form A and all comparable forms in Canada, the U.K., Australia and New Zealand, not later than thirty (30) days from the date hereof. Each of the Company and Buyer shall promptly inform the other of any material communication received by such party or any of its Affiliates from any regulatory agency regarding any of the transactions contemplated hereby. Each of the Company and Buyer shall advise the other promptly of any understandings, undertakings or agreements which such party or any of its affiliates proposes to make or enter into with any regulatory agency in connection with the transactions contemplated hereby. The Company shall be entitled to notice of and to participate in all hearings of any regulatory agency held in connection with or relating to any of the transactions contemplated hereby. (c) The Company and Buyer shall use all commercially reasonable efforts to terminate the guarantees by the Company of obligations of Subsidiaries as identified in Section 5.6(c) of the Disclosure Schedule (the "Guarantees"), and arrange for Buyer to assume the obligations of the Company under the Guarantees. (d) In the event and to the extent that Buyer and the Company are unable to obtain any required approval or Consent of any person other than a Governmental Entity to any Contract to be assigned to Buyer hereunder, (i) the Company shall use commercially reasonable efforts in cooperation with Buyer to (x) provide or cause to be provided to Buyer the benefits of any such Contract, (y) cooperate in any arrangement, reasonable and lawful as to the Company and Buyer, designed to provide such benefits to Buyer and (z) enforce for the account of Buyer any rights of the Company arising from such Contract, including the right to elect to terminate in accordance with the terms thereof on the advice of Buyer; (ii) Buyer shall use commercially reasonable efforts to perform the obligations of the Company arising under such Contract, to the extent that, by reason of the transactions consummated pursuant to this Agreement, Buyer has control over the resources necessary to perform such obligations; and (iii) the consummation of the transactions contemplated hereby shall not be deemed (including the satisfaction of the other Party's respective conditions to have resulted in the assignment of such Contract. If and when any such approval or Consent shall be obtained or such Contract shall otherwise become assignable, the Company shall promptly assign all of its rights and obligations thereunder to Buyer without the payment of further consideration and Buyer shall, without the payment of any further consideration therefor, assume such rights and obligation and the Company shall be relieved of any and all obligation or liability hereunder. (e) (i) If, on the Closing Date, there has not been obtained any Requisite Regulatory Approval with respect to any Subsidiary in the absence of which the conditions precedent to the Closing closing set forth in Article VI would nevertheless 6 or Article 7, as the case may be) and to cause the fulfillment of such Party's obligations hereunder; PROVIDED, HOWEVER, that no Party shall be satisfiedobligated to incur any material cost, liability or expense with respect to the securities (or other ownership interests) representing all fulfillment of the Companyother Party's ownership of such Subsidiary (the "Deferred Securities") shall not be delivered obligations pursuant to Buyer at Closing and, if owned by another Subsidiary, shall be transferred, by dividend or otherwise, from such Subsidiary to the Company immediately prior to Closing; provided that, Buyer may, at its election, proceed to take delivery of the Deferred Securities if such action would not (i) subject Parent or any subsidiary or Affiliate of Parent (other than a Subsidiary), or any officer, director or agent of any such Person, to any liability or penalty or (ii) be in violation of any Law or Order applicable to or binding on Parent or any subsidiary or Affiliate or Parent (other than a Subsidiary), or any officer, director or agent of any such Person. From and after the Closing, the parties hereto, at their respective expense, shall continue to use reasonable best efforts to obtain all Requisite Regulatory Approvals relating to the Deferred Securities or the transfer thereof. (ii) Until such time as any Deferred Securities have been transferred to Buyer or a third party in accordance with this Section 5.6(e) (each a "Deferred Transfer"), the Subsidiaries to which any Deferred Securities relate shall be managed and operated by the Company in the manner hereinafter provided from the Closing and until the respective Deferred Transfer, with all gains, income, excess cash flow, losses, expenses, Taxes or other items generated thereby to be for the account of such Subsidiaries and not in any respect for the account of Parent or its other Affiliates. From the Closing Date to the date of the Deferred Transfer, the Company shall hold the Deferred Securities and operate the Subsidiaries to which the Deferred Securities relate only in the ordinary course substantially consistent with past practice and shall use all reasonable efforts to preserve intact such Subsidiaries' business, keep available such Subsidiaries' officers and employees, maintain such Subsidiaries' Licenses and Contracts and preserve such Subsidiaries' relationships with customers, suppliers, creditors, reinsurers, brokers, agents and others having business dealings with them. (iii) Unless otherwise transferred upon Buyer's instructions in accordance with this Section 5.6(e), the certificates for the relevant Deferred Securities, duly endorsed in blank and with all necessary transfer stamps affixed thereto or such other assignments, deeds, share transfer forms or other instruments or documents are necessary in order to effectively transfer the Deferred Securities, will be delivered to Buyer free and clear of all Liens, without the payment of any additional consideration by Buyer, on the date which is no more than five business days after all Requisite Regulatory Approvals relating to any such Deferred Securities or the transfer thereof shall have been obtained or on such other date as the parties may mutually agree. (iv) The Company shall, on the Buyer's written instructions at any time after the Closing Date (subject to applicable Law), or may at any time after 12 months after the Closing Date, for Buyer's benefit, sell or dispose of the Deferred Securities or the assets of the Subsidiaries to which such Deferred Securities relate, on such terms and conditions as Buyer shall reasonably determine, and remit the proceeds of such sale to Buyer; provided that the Company shall have no liability to any transferee of such Deferred Securities or assets other than for negligence or wilful misconduct. (v) The Company shall provide Buyer with a quarterly accounting, as well as an accounting as of the date of any Deferred Transfer, covering all transactions entered into on behalf of Buyer from the Closing Date or, if more recent, the date as of which any previous accounting was measured, to the date as of which such accounting is measured. Buyer shall have full access, subject to applicable Law, upon reasonable notice and during normal business hours to the properties, officers, employees, books, papers and records of any Subsidiary to which Deferred Securities relate. 5.74.7.

Consents and Reasonable Efforts. (a) Prior As soon as practicable, LLC and AMD ------------------------------- shall make all filings required under the HSR Act. In addition, LLC and AMD will each furnish all information as may be required by any state regulatory agency properly asserting jurisdiction or by the Federal Trade Commission and the United States Department of Justice under the HSR Act in order that the requisite approvals for the transactions contemplated hereby be obtained or to September 1, 1998, cause any applicable waiting periods to expire. AMD and the Company will provide Buyer with a list shall each pay half of each material License the $45,000 initial filing fee under the HSR Act. AMD shall use its Reasonable Efforts to obtain prior to the Closing Date the Required Consents, and shall cooperate with Buyer any other consents, approvals, authorizations and agreements of and to determine a list give all notices and make all other filings with, any third parties, including Governmental Authorities, necessary to authorize, permit or approve the consummation of all Requisite Regulatory Approvalsthe transactions contemplated hereby. (b) Upon In addition, subject to the terms and subject to the conditions set forth in this Agreementherein provided, each of the parties hereto covenants and agrees to use all commercially reasonable efforts its Reasonable Efforts to take, or cause to be taken, all actions, and to action or do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable appropriate to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable (it being recognized that time is hereby and to cause the fulfillment of the essence), including, parties' obligations hereunder. AMD and the Company shall also use their Reasonable Efforts (i) obtaining all Consents, approvals and agreements ofbefore, and giving and making all notices and filings with, any governmental and regulatory authorities as reasonably necessary to authorize, approve or permit the consummation of the transactions contemplated by this Agreement, includingafter, the Requisite Regulatory Approvals and (iiClosing) to obtain all other approvals and Consents to the transactions contemplated by this Agreement including (x) the Consents of third parties required to assign or otherwise transfer to Buyer the Contracts identified in Section 3.4(a)(v) of the Disclosure Schedule, and (y) the approvals of third parties to Buyer's assumption of the Company's obligations under the Contracts identified in Section 3.4(a)(vi) of the Disclosure Schedule. In connection with and in furtherance of the foregoing, Buyer agrees to use its commercially reasonable efforts to file all required applications with state insurance commissioners or departments on Form A and all comparable forms in Canada, the U.K., Australia and New Zealand, not later than thirty (30) days from the date hereof. Each of the Company and Buyer shall promptly inform the other of any material communication received by such party or any of its Affiliates from any regulatory agency regarding any of the transactions contemplated hereby. Each of the Company and Buyer shall advise the other promptly of any understandings, undertakings or agreements which such party or any of its affiliates proposes to make or enter into with any regulatory agency in connection with the transactions contemplated hereby. The Company shall be entitled to notice of and to participate in all hearings of any regulatory agency held in connection with or relating to any of the transactions contemplated hereby. (c) The Company and Buyer shall use all commercially reasonable efforts to terminate the guarantees by the Company of obligations of Subsidiaries as identified in Section 5.6(c) of the Disclosure Schedule consents (the "GuaranteesContract Consents"), and arrange for Buyer ) to assume assign the obligations of the Company under the Guarantees. (d) In the event and ----------------- contracts set forth on Schedule 5.4 pursuant to the extent that Buyer and Reorganization Agreement in such a manner as to reasonably minimize any increases in ongoing royalty payments pursuant to such contracts. AMD shall pay the Company are unable to obtain any required approval or Consent first $500,000 of any person other than a Governmental Entity to any Contract to be assigned to Buyer hereunder, (i) the Company shall use commercially reasonable efforts in cooperation with Buyer to (x) provide or cause to be provided to Buyer the benefits of any such Contract, (y) cooperate in any arrangement, reasonable and lawful as to the Company and Buyer, designed to provide such benefits to Buyer and (z) enforce for the account of Buyer any rights of the Company arising from such Contract, including the right to elect to terminate in accordance with the terms thereof on the advice of Buyer; (ii) Buyer shall use commercially reasonable efforts to perform the obligations of the Company arising under such Contract, to the extent that, by reason of the transactions consummated pursuant to this Agreement, Buyer has control over the resources necessary to perform such obligations; and (iii) the consummation of the transactions contemplated hereby shall not be deemed to have resulted in the assignment of such Contract. If and when any such approval or Consent shall be obtained or such Contract shall otherwise become assignablePayments, the Company shall promptly assign all of its rights and obligations thereunder to Buyer without pay the payment of further consideration and Buyer shall, without the payment second $500,000 of any further consideration thereforConsent Payments, assume such rights and obligation and the Company AMD shall be relieved pay any Consent Payments in excess of $1,000,000. For purposes of this Section, "Consent Payments" shall mean any and all obligation or liability hereunder. (e) (i) If, on the Closing Date, there has not been obtained any Requisite Regulatory Approval with respect to any Subsidiary in the absence of which the conditions precedent to the Closing set forth in Article VI would nevertheless be satisfied, the securities (or other ownership interests) representing all of the Company's ownership of such Subsidiary (the "Deferred Securities") shall not be delivered to Buyer at Closing and, if owned by another Subsidiary, shall be transferred, by dividend or otherwise, from such Subsidiary to the Company immediately prior to Closing; provided that, Buyer may, at its election, proceed to take delivery of the Deferred Securities if such action would not (i) subject Parent or any subsidiary or Affiliate of Parent (other than a Subsidiary), or any officer, director or agent of any such Person, to any liability or penalty or (ii) be in violation of any Law or Order applicable to or binding on Parent or any subsidiary or Affiliate or Parent (other than a Subsidiary), or any officer, director or agent of any such Person. From and after the Closing, the parties hereto, at their respective expense, shall continue to use reasonable best efforts one-time payments ---------------- to obtain all Requisite Regulatory Approvals relating to the Deferred Securities or the transfer thereof. Contract Consents (ii) Until but excluding ongoing payments, such time as any Deferred Securities have been transferred to Buyer or a third party in accordance with this Section 5.6(e) (each a "Deferred Transfer"royalty payments), the Subsidiaries to which any Deferred Securities relate shall be managed and operated by the Company in the manner hereinafter provided from the Closing and until the respective Deferred Transfer, with all gains, income, excess cash flow, losses, expenses, Taxes or other items generated thereby to be for the account of such Subsidiaries and not in any respect for the account of Parent or its other Affiliates. From the Closing Date to the date of the Deferred Transfer, the Company shall hold the Deferred Securities and operate the Subsidiaries to which the Deferred Securities relate only in the ordinary course substantially consistent with past practice and shall use all reasonable efforts to preserve intact such Subsidiaries' business, keep available such Subsidiaries' officers and employees, maintain such Subsidiaries' Licenses and Contracts and preserve such Subsidiaries' relationships with customers, suppliers, creditors, reinsurers, brokers, agents and others having business dealings with them. (iii) Unless otherwise transferred upon Buyer's instructions in accordance with this Section 5.6(e), the certificates for the relevant Deferred Securities, duly endorsed in blank and with all necessary transfer stamps affixed thereto or such other assignments, deeds, share transfer forms or other instruments or documents are necessary in order to effectively transfer the Deferred Securities, will be delivered to Buyer free and clear of all Liens, without the payment of any additional consideration by Buyer, on the date which is no more than five business days after all Requisite Regulatory Approvals relating to any such Deferred Securities or the transfer thereof shall have been obtained or on such other date as the parties may mutually agree. (iv) The Company shall, on the Buyer's written instructions at any time after the Closing Date (subject to applicable Law), or may at any time after 12 months after the Closing Date, for Buyer's benefit, sell or dispose of the Deferred Securities or the assets of the Subsidiaries to which such Deferred Securities relate, on such terms and conditions as Buyer shall reasonably determine, and remit the proceeds of such sale to Buyer; provided that the Company shall have no liability to any transferee of such Deferred Securities or assets other than for negligence or wilful misconduct. (v) The Company shall provide Buyer with a quarterly accounting, as well as an accounting as of the date of any Deferred Transfer, covering all transactions entered into on behalf of Buyer from the Closing Date or, if more recent, the date as of which any previous accounting was measured, to the date as of which such accounting is measured. Buyer shall have full access, subject to applicable Law, upon reasonable notice and during normal business hours to the properties, officers, employees, books, papers and records of any Subsidiary to which Deferred Securities relate. 5.7.