Common use of Cooperation and Support Clause in Contracts

Cooperation and Support. The Parties shall cooperate with each other in good faith and shall coordinate their activities (to the extent possible and subject to the terms of this Agreement) in respect of the consummation of the transactions contemplated by this Agreement. Furthermore, subject to the terms of this Agreement, each of the Parties shall use its commercially reasonable efforts to (a) support and complete all transactions contemplated hereby, including, without limitation, taking all steps necessary and desirable to (1) file the Conforming Plan and Disclosure Statement with the Bankruptcy Court on or prior to June 8, 2012, (2) have the Bankruptcy Court enter the Disclosure Statement Order on or prior to July 20, 2012, (3) have the Bankruptcy Court enter the Confirmation Order on or prior to September 10, 2012, (4) have the Plan Effective Date occur on or prior to October 1, 2012, and (5) have the Bankruptcy Court enter the order approving the Settlement Agreement and cause all other conditions precedent to the Settlement Effective Date to be satisfied or waived prior June 29, 2012; (b) take any and all necessary and appropriate actions in furtherance of the transactions contemplated hereby, including (1) obtaining any and all required governmental and regulatory approvals, including, without limitation, obtaining any required approvals pursuant to Section 203 of the Federal Power Act, as amended, codified at 16 U.S.C. § 824 et. seq. and the implementing regulations thereunder, and any similar state law, and (2) making and filing any and all required regulatory filings; and (c) refrain from taking any action inconsistent with this Agreement or the Settlement Agreement. Counsel to each of the Plan Proponents and each of the Creditor Parties shall consult in good faith to ensure that all Definitive Documents are consistent in all material respects with this Agreement and the Settlement Agreement. Notwithstanding the requirements of this Section 9, the Consenting Sub Debt Holders shall not be required to pay any out-of-pocket fees and expenses related to their obligations herein, and shall not be required to provide any indemnity to the Subordinated Notes Indenture Trustee in connection herewith.

Cooperation and Support. The Parties shall cooperate with each other in good faith and shall coordinate their activities (to the extent possible and subject to the terms of this Settlement Agreement) in respect of (i) the prosecution of the Settlement Approval Motion with the Bankruptcy Court, obtaining Bankruptcy Court approval of this Settlement Agreement, the entry of the Approval Order, and the implementation of the settlement terms set forth in this Settlement Agreement, and (ii) the consummation of the transactions contemplated by this Settlement Agreement. Furthermore, (1) subject to the terms of this Settlement Agreement, each of the Parties shall use its commercially reasonable efforts to (a) support and complete all transactions contemplated hereby, including, without limitation, taking all steps necessary and desirable to (1) file the Conforming Plan and Disclosure Statement with the Bankruptcy Court on or prior to June 8, 2012, (2) have the Bankruptcy Court enter the Disclosure Statement Order on or prior to July 20, 2012, (3) have the Bankruptcy Court enter the Confirmation Order on or prior to September 10, 2012, (4) have the Plan Effective Date occur on or prior to October 1, 2012, and (5) have the Bankruptcy Court enter the order approving the Settlement Agreement and cause all other conditions precedent to the Settlement Effective Date to be satisfied or waived prior June 29, 2012; (b) take any and all necessary and appropriate actions in furtherance of the transactions contemplated hereby, including (1I) obtaining any and all required governmental and regulatory approvals, including, without limitation, obtaining any required approvals pursuant to Section 203 of the Federal Power Act, as amended, codified at 16 U.S.C. § 824 et. seq. and the implementing regulations thereunder, and any similar state law, and (2II) making and filing any and all required regulatory filings; and (c) refrain from taking any action inconsistent with this Agreement Settlement Agreement, and (2) in no event shall any Party file, cause an affiliate or any other third party to file, or encourage any affiliate or any third party to file, an opposition to the Settlement Agreement. Counsel to each of the Plan Proponents and each of the Creditor Parties shall consult in good faith to ensure that all Definitive Documents are consistent in all material respects with this Agreement and Approval Motion or the Settlement Agreement. Notwithstanding the requirements of this Section 9III.h, the Consenting Sub Debt Holders shall not be required to pay any out-of-pocket fees and expenses related to their obligations herein (other than as required to comply with their obligations under Section II.l herein), and shall not be required to provide any indemnity to the Subordinated Notes Indenture Trustee in connection herewith. Notwithstanding anything to the contrary contained in this Settlement Agreement, for the avoidance of doubt, the rights, obligations and agreements of the Subordinated Note Indenture Trustee, on the one hand, and the holders of Subordinated Notes, the holders of the NGC Trust Capital Income Securities, and the holders of the NGC Trust Common Securities, on the other hand, are not impaired or affected by the foregoing sentence, including the Subordinated Notes Indenture Trustee’s right to indemnification as provided under the Subordinated Notes Indenture.

Cooperation and Support. The Parties (a) Subject to clause (d) below, HHH and Dart shall each support the achievement of fulfillment of all conditions precedent to Closing before the Bankruptcy Court and the Delaware Court of Chancery and any other court or tribunal which shall be asked to assert jurisdiction over the same. (b) Subject to clause (d) below, Dart and HHH will each cooperate with each in the defense of any litigation instituted by any Person challenging, and will not challenge in any court proceeding this Agreement, the Dart/RSH Settlement Agreement, the Dart/Other Hafts Agreement, the Dart/RSH First Supplemental Agreement, the Dart/RSH Second Supplemental Agreement or any of the transactions contemplated thereby provided, that all legal fees and costs incurred in such defense of Dart's counsel and expert witnesses, if any, (other than for HHH's and RSH's personal counsel) shall be paid by Dart. Effective upon execution and delivery of this Agreement by both HHH and Dart, HHH agrees not to object, and effective upon such execution and delivery HHH consents, to any settlement among Dart, Crown, Trak, Dart/SFW Corp., SFW Holding Corp., SFW, RMH, GGH and LGH provided, however that nothing in good faith and shall coordinate their activities (the foregoing consent requires HHH to enter into any agreement or incur any liability or obligation. If any challenges to the extent possible and subject to transactions contemplated hereby are made after the terms of this Agreement) Closing, HHH's sole rights in respect thereof shall be governed by his indemnification rights provided for in SECTION 2.1(c) above. (c) Subject to clause (d) below, HHH hereby agrees to cooperate, in his individual capacity and in his capacities as a stockholder, director, officer and employee of Dart, with Dart in the consummation full implementation of the transactions contemplated by this Agreement, the Dart/RSH Settlement Agreement, the Dart/RSH First Supplemental Agreement, the Dart/RSH Second Supplemental Agreement and the Dart/Other Hafts Agreement and the financing thereof. (d) Nothing in this SECTION 5.3 shall require HHH or Dart to waive any attorney-client privilege. FurthermoreNothing in this SECTION 5.3 - 36 - 42 shall require HHH to take any action in his capacity as a director of Dart or any Dart Affiliate that HHH determines to be inconsistent with the exercise of his independent judgment as a fiduciary. HHH shall not be required by this SECTION 5.3 to take or not take any action individually or as a stockholder, director, officer or employee of Dart if he reasonably determines, based on written advice of counsel experienced in corporate law, that such action or inaction would violate any duties imposed on him by law. (e) In addition, subject to clause (d) above, HHH will cooperate fully and promptly (including voting in favor of) and not interfere with the terms confirmation and consummation of the Other Plans of Reorganization, provided that no transfers of cash or other consideration thereunder may be payable to or for the account of RSH or any one or more CPI Debtors unless and until the Closing shall have occurred. (f) Each of Dart and HHH shall use reasonable efforts to fulfill all conditions to closing that are within the power of such party to fulfill; provided, however, that this SECTION 5.3(f) shall not require Dart or HHH to waive any conditions to closing and shall not require Dart or HHH to make any payments or incur any costs not expressly required by this Agreement. Notwithstanding the foregoing, neither this SECTION 5.3(f) nor any other provision of this Agreement shall require Dart to agree to any terms, waive any conditions or fail to perform any of its obligations with respect to the Dart/Other Hafts Agreement, the Dart/RSH First Supplemental Agreement or the Dart/RSH Second Supplemental Agreement, it being specifically acknowledged that the Dart/Other Hafts Agreement may require Dart to close the transactions pursuant thereto on a date prior to the Closing Date and whether or not the Closing will occur. (g) Subject to clause (d) above, HHH shall cooperate fully and promptly and not interfere with the amended plans of reorganization for the 75th Avenue/Wooded Lot and Bridgeview Warehouses approved by RSH and Dart, which may become effective prior to the Closing. (h) Subject to clause (d) above, from and after the date of this Agreement, each of the Parties shall use its commercially reasonable efforts HHH will agree not to (a) support and complete all transactions contemplated hereby, including, without limitation, taking all steps necessary and desirable object to (1) file the Conforming Plan and Disclosure Statement with the Bankruptcy Court on or prior to June 8, 2012, (2) have the Bankruptcy Court enter the Disclosure Statement Order on or prior to July 20, 2012, (3) have the Bankruptcy Court enter the Confirmation Order on or prior to September 10, 2012, (4) have the Plan Effective Date occur on or prior to October 1, 2012interfere in any way with, and (5) have the Bankruptcy Court enter the order approving the Settlement Agreement and cause all other conditions precedent to the Settlement Effective Date to be satisfied or waived prior June 29, 2012; (b) take any and all necessary and appropriate actions in furtherance of the transactions contemplated hereby, including (1) obtaining any and all required governmental and regulatory approvals, including, without limitation, obtaining any required approvals pursuant to Section 203 of the Federal Power Act, as amended, codified at 16 U.S.C. § 824 et. seq. and the implementing regulations thereunder, and any similar state law, and (2) making and filing any and all required regulatory filings; and (c) refrain from taking any action inconsistent with this Agreement or the Settlement Agreement. Counsel to each of the Plan Proponents and each of the Creditor Parties shall consult in good faith to ensure that all Definitive Documents are consistent in all material respects with this Agreement and the Settlement Agreement. Notwithstanding the requirements of this Section 9, the Consenting Sub Debt Holders shall not be required to pay any out-of-pocket fees and expenses related to their obligations herein, and shall not be required will agree to provide any indemnity consents that may be reasonably requested by Dart in connection with any financing, (i) Subject to clause (d) above, if and to the Subordinated Notes Indenture Trustee in connection herewithextent that clauses (g) and (h) of this SECTION 5.3 are deemed to be inconsistent with any other clause of this SECTION 5.3, clauses (g) and (h) shall take precedence.

Cooperation and Support. The Parties shall cooperate with each (a) Without in any way limiting any other respective obligation of any Debtor or any Equity Commitment Party in good faith and shall coordinate their activities (to the extent possible and subject to the terms of this Agreement) , each Party shall, consistent with the RSA, use commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable in respect of the consummation of order to consummate and make effective the transactions contemplated by this Agreement. Furthermore, subject the RSA, and the Plan. (b) The Debtors shall provide draft copies of all material pleadings and other documents that any Debtor intends to file with or submit to the terms Bankruptcy Court or any governmental authority (including any regulatory authority), as applicable, and draft copies of all press releases that any Debtor intends to issue regarding this Agreement, each of the Parties shall use its commercially reasonable efforts RSA, or the Restructuring, to counsel to the Ad Hoc Group at least three (a3) support and complete business days prior to the date when such Debtor intends to file, submit or issue such document to the extent reasonably practicable, but in all transactions contemplated hereby, including, without limitation, taking all steps necessary and desirable to events at least one (1) file the Conforming Plan and Disclosure Statement with the Bankruptcy Court on or day prior to June 8, 2012, (2) have the Bankruptcy Court enter the Disclosure Statement Order on or prior to July 20, 2012, (3) have the Bankruptcy Court enter the Confirmation Order on or prior to September 10, 2012, (4) have the Plan Effective Date occur on or prior to October 1, 2012, and (5) have the Bankruptcy Court enter the order approving the Settlement Agreement and cause all other conditions precedent to the Settlement Effective Date to be satisfied or waived prior June 29, 2012; (b) take any and all necessary and appropriate actions in furtherance of the transactions contemplated hereby, including (1) obtaining any and all required governmental and regulatory approvals, including, without limitation, obtaining any required approvals pursuant to Section 203 of the Federal Power Act, as amended, codified at 16 U.S.C. § 824 et. seq. and the implementing regulations thereunder, and any similar state law, and (2) making and filing any and all required regulatory filings; and (c) refrain from taking any action inconsistent with this Agreement or the Settlement Agreementsuch date. Counsel to each of the Plan Proponents and each of the Creditor Parties Ad Hoc Group shall consult in good faith regarding the form and substance of any such proposed filing with or submission to ensure that all Definitive Documents are consistent the Bankruptcy Court, but any such proposed filing or submission shall comply with the RSA and this Agreement. Further, the Debtors shall reasonably consult with counsel to the Equity Commitment Parties regarding any regulatory or other third-party approvals necessary to implement the Restructuring and share copies of any documents filed or submitted to any regulatory or other governmental authority in all material respects connection with obtaining any regulatory or other third-party approvals. (c) Nothing contained in this Section 6.7 shall limit the ability of any Equity Commitment Party to consult with any Debtor or any other party in interest in the Chapter 11 Cases, to appear and be heard, or to file objections, concerning any matter arising in the Chapter 11 Cases to the extent not inconsistent with the RSA or this Agreement or any applicable confidentiality agreement, and such acts are not for the Settlement Agreement. Notwithstanding the requirements purpose of this Section 9delaying, interfering, or impeding, directly or indirectly, the Consenting Sub Debt Holders shall not be required to pay any out-of-pocket fees and expenses related to their obligations herein, and shall not be required to provide any indemnity to the Subordinated Notes Indenture Trustee in connection herewithRestructuring.