Common use of Cooperation; Further Assurances Clause in Contracts

Cooperation; Further Assurances. (a) The Contributing Parties shall cooperate with the Partnership Parties to assist in identifying and obtaining all Permits as may be necessary to own the Subject Interest. (b) The Contributing Parties and the Partnership Parties shall use their respective commercially reasonable efforts (i) to obtain all approvals, consents and Permits required by or necessary for the transactions contemplated by this Agreement and the Ancillary Documents, and (ii) to ensure that all of the conditions to their respective obligations contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practical. Each of the Parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each agrees to use their respective commercially reasonable efforts to take all appropriate action and to do all things necessary, proper or advisable under applicable Law to make effective the transactions contemplated by this Agreement and the Ancillary Documents; provided, however, that nothing in this Agreement will require any Party to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated herein. (c) After the Closing, each Party shall take such further actions and execute such further documents as may be necessary or reasonably requested by the other Parties in order to effectuate the intent of this Agreement and the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary Documents.

Cooperation; Further Assurances. (a) The Contributing Parties QEPFS shall cooperate with the Partnership Parties to assist in identifying and obtaining all Permits as may be necessary to own the Subject Interest. (b) The Contributing Parties QEPFS and the Partnership Parties shall use their respective commercially reasonable efforts (i) to obtain all approvals, consents and Permits required by or necessary for the transactions contemplated by this Agreement and the Ancillary Documents, and (ii) to ensure that all of the conditions to their respective obligations contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practical. Each of the Parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each agrees to use their respective commercially reasonable efforts to take all appropriate action and to do all things necessary, proper or advisable under applicable Law to make effective the transactions contemplated by this Agreement and the Ancillary Documents; provided, however, that nothing in this Agreement will require any Party to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party QEPFS in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party QEPFS to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated herein. (c) After the Closing, each Party shall take such further actions and execute such further documents as may be necessary or reasonably requested by the other Parties in order to effectuate the intent of this Agreement and the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary Documents.

Cooperation; Further Assurances. (a) The Contributing Parties shall cooperate with the Partnership Parties to assist in identifying and obtaining all Permits as may be licenses, authorizations or permits necessary to conduct the Contributed Entities’ business and own and operate its assets from and after the Subject InterestClosing Date and, where permissible and necessary in connection with the transfer of the Contributed Interest contemplated hereby, transfer existing licenses, authorizations and permits to the Partnership Parties and, where not permissible, assist the Partnership Parties in obtaining new licenses, authorizations or permits at no cost, fee or liability to the Partnership Parties. (b) The Contributing Parties and the Partnership Parties shall use their respective commercially reasonable efforts (i) to obtain all approvals, approvals and consents and Permits required by or necessary for the transactions contemplated by this Agreement and the Ancillary DocumentsCCA Agreement, including any approvals and consents required by the HSR Act, and (ii) to ensure that all of the conditions to their the respective obligations of such parties contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practicaltimely. Each of the Parties parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents CCA Agreement such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each agrees to use their respective commercially reasonable efforts to take all appropriate action and to do all things necessary, proper or advisable under applicable Law Applicable Laws and regulations to make effective the transactions contemplated by this Agreement and the Ancillary DocumentsCCA Agreement; provided, however, that nothing in this Agreement will require any Party party hereto to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated hereinCCA Agreement. (c) After the Closing, each Party shall take such further actions and execute such further documents as may be necessary or reasonably requested by the other Parties in order to effectuate the intent of this Agreement and the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary Documents.

Cooperation; Further Assurances. (a) The Contributing Parties shall cooperate with the Partnership Parties to assist in identifying and obtaining all Permits as may be necessary to own the Subject Interest. (b) The Contributing Parties and the Partnership Parties shall use their respective commercially reasonable efforts (i) to obtain all approvals, consents and Permits required by or necessary for the transactions contemplated by this Agreement and the Ancillary Documents, and (ii) to ensure that all of the conditions to their respective obligations contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practical. Each of the Parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each agrees to use their respective commercially reasonable efforts to take all appropriate action and to do all things necessary, proper or advisable under applicable Law to make effective the transactions contemplated by this Agreement and the Ancillary Documents; provided, however, that nothing in this Agreement will require any Party to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated herein. (c) Without limiting Section 5.4(b), the Partnership shall use all commercially reasonable efforts to consummate the Partnership Common Unit Offering on terms that are reasonably acceptable to the Partnership. (d) After the Closing, each Party shall take such further actions and execute such further documents as may be necessary or reasonably requested by the other Parties in order to effectuate the intent of this Agreement and the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary Documents.

Cooperation; Further Assurances. (a) The Contributing Parties shall Each of the parties hereto hereby agrees to fully cooperate with the Partnership Parties to assist other parties hereto in identifying preparing and obtaining all Permits as may be necessary to own filing any notices, applications, reports and other instruments and documents which are required by, or which are desirable in the Subject Interestreasonable opinion of any of the parties hereto, or their respective legal counsel, in respect of, any statute, rule, regulation or order of any governmental or administrative body in connection with the transactions contemplated by this Agreement. (b) The Contributing Parties Each of the parties hereto hereby further agrees to execute, acknowledge, deliver, file and/or record, or cause such other parties to the extent permitted by law to execute, acknowledge, deliver, file and/or record such other documents as may be required by this Agreement and as Acquisition Co. and/or Acquisition Sub, on the Partnership Parties shall use one hand, and/or Company and/or the Parent, on the other, or their respective commercially reasonable efforts (i) legal counsel may, reasonably require in order to obtain all approvals, consents document and Permits required by or necessary for carry out the transactions contemplated by this Agreement and the Ancillary Documents, and (ii) to ensure that all of the conditions to their respective obligations contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practical. Each of the Parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each agrees to use their respective commercially reasonable efforts to take all appropriate action and to do all things necessary, proper or advisable under applicable Law to make effective the transactions contemplated by this Agreement and the Ancillary Documents; provided, however, that nothing in this Agreement will require any Party to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated hereinAgreement. (c) After Each of the Closingparties hereto shall cooperate fully, each Party shall take such further actions as and execute such further documents as may be necessary or to the extent reasonably requested by the other Parties parties, in order connection with the filing of any Tax Returns of Company or its Subsidiary or relating to effectuate the intent Business and any audit, litigation or other proceeding with respect to Taxes of this Agreement Company or its Subsidiary or relating to the Business. Such cooperation shall include the retention and (upon the Ancillary Documents other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parent and Company agree (A) to retain all books and records currently in its possession with respect to Tax matters pertinent to Company relating to any Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquisition Co. or Company of any extensions thereof) of the respective Tax periods, and to provide abide by all record retention agreements entered into with any governmental agency; and (B) to give the other parties reasonable written notice prior to transferring, destroying or discarding any such books or records and if another party so requests, to allow such other Parties party to take possession of such books and records. Acquisition Co. shall prepare and file, or shall cause Company to prepare and file, all Tax Returns of Company which have a filing due date subsequent to the Closing Date, but which relate to Tax periods ending on or prior to the Closing Date or to a straddle period. Prior to the filing of any of the foregoing Tax Returns with the intended benefits applicable Tax authority, Acquisition Co. or Company, as applicable, shall deliver a copy of this Agreement such Tax Return to Parent sufficiently in advance of the filing due date to allow Parent a reasonable opportunity to review and comment thereon. From and after the Ancillary DocumentsClosing, Company shall not file (and Acquisition Co. shall not permit the filing of) any amendment of or supplement to any Tax Return previously filed by Company on or prior to the Closing Date without the prior written consent of Parent, which consent shall not be unreasonably withheld. (d) Acquisition Co. and Parent further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder.

Cooperation; Further Assurances. (a) The Contributing Seller Parties shall cooperate with the Partnership Buyer Parties to assist in identifying and obtaining all Permits licenses, authorizations or permits as may be necessary to own all of the Subject Interestequity interests in Four Corners LLC and to operate its businesses from and after the Closing Date and, where necessary and permissible, transfer any existing licenses, authorizations and permits held by the Seller Parties or their Affiliates to Four Corners LLC and, where not permissible, assist Four Corners LLC in obtaining new licenses, authorizations or permits. The Seller Parties shall pay their Ownership Percentage of (i) the costs of any such transfers or of Four Corners LLC obtaining such new licenses, authorizations or permits and (ii) all attorneys’ and consultants’ fees and related costs and expenses incurred after Closing in connection with negotiations with the Tribe until a Section 2.4 Transaction is consummated. (b) The Contributing Seller Parties and the Partnership Buyer Parties shall use their respective commercially reasonable efforts (i) to obtain all approvals, approvals and consents and Permits required by or necessary for the transactions contemplated by this Agreement and the Ancillary Documents, including any approvals and consents required by the HSR Act, and (ii) to ensure that all of the conditions to their the respective obligations of such parties contained in Sections 6.1 5.1 and 6.25.2, respectively, are satisfied as soon as reasonably practicaltimely. Each of the Parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each agrees to use their respective commercially reasonable efforts to take all appropriate action and to do all things necessary, proper or advisable under applicable Law laws and regulations to make effective the transactions contemplated by this Agreement and the Ancillary Documents; provided, however, that nothing in this Agreement will require any Party to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated herein. (c) After the Closing, each Party shall take such further actions and execute such further documents as may be necessary or reasonably requested by the other Parties in order to effectuate the intent of this Agreement and the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary Documents.

Cooperation; Further Assurances. (a) The Contributing Parties shall Each of the parties hereto hereby agrees to fully cooperate with the Partnership Parties to assist other parties hereto in identifying preparing and obtaining all Permits as may be necessary to own filing any notices, applications, reports and other instruments and documents which are required by, or which are desirable in the Subject Interestreasonable opinion of any of the parties hereto, or their respective legal counsel, in respect of, any statute, rule, regulation or order of any governmental or administrative body in connection with the transactions contemplated by this Agreement. (b) The Contributing Parties Each of the parties hereto hereby further agrees to execute, acknowledge, deliver, file and/or record, or cause such other parties to the extent permitted by law to execute, acknowledge, deliver, file and/or record such other documents as may be required by this Agreement and as Take-Two and/or Take-Two Subsidiary, on the Partnership Parties shall use one hand, and/or TDK and/or the Parent, on the other, or their respective commercially reasonable efforts (i) legal counsel may reasonably require in order to obtain all approvals, consents document and Permits required by or necessary for carry out the transactions contemplated by this Agreement and the Ancillary Documents, and (ii) to ensure that all of the conditions to their respective obligations contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practical. Each of the Parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each agrees to use their respective commercially reasonable efforts to take all appropriate action and to do all things necessary, proper or advisable under applicable Law to make effective the transactions contemplated by this Agreement and the Ancillary Documents; provided, however, that nothing in this Agreement will require any Party to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated hereinAgreement. (c) After Each of the Closingparties hereto shall cooperate fully, each Party shall take such further actions as and execute such further documents as may be necessary or to the extent reasonably requested by the other Parties parties, in order connection with the filing of any Tax Returns of TDK or its Subsidiary or relating to effectuate the intent Business and any audit, litigation or other proceeding with respect to Taxes of this Agreement TDK or its Subsidiary or relating to the Business. Such cooperation shall include the retention and (upon the Ancillary Documents other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parent agrees (A) to retain all books and records currently in its possession with respect to Tax matters pertinent to TDK relating to any Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Take-Two or TDK any extensions thereof) of the respective Tax periods, and to provide abide by all record retention agreements entered into with any governmental agency; and (B) to give the other parties reasonable written notice prior to transferring, destroying or discarding any such books or records and if another party so requests, to allow such other Parties party to take possession of such books and records. Take-Two shall prepare and file, or shall cause TDK to prepare and file, all Tax Returns of TDK and its Subsidiary which have a filing due date subsequent to the Closing Date, but which relate to Tax periods ending on or prior to the Closing Date or to a Straddle Period. Prior to the filing of any of the foregoing Tax Returns with the intended benefits applicable Tax authority, Take-Two or TDK, as applicable, shall deliver a copy of this Agreement such Tax Return to Parent sufficiently in advance of the filing due date to allow Parent a reasonable opportunity to review and comment thereon. From and after the Ancillary DocumentsClosing, TDK shall not file (and Take-Two shall not permit the filing of) any amendment of or supplement to any Tax Return previously filed by TDK or its Subsidiary on or prior to the Closing Date without the prior written consent of Parent, which consent shall not be unreasonably withheld. For purposes of the preceding sentence, Parent’s failure or refusal to consent shall not be deemed unreasonable if such amendment or supplement would result in or increase a Tax liability which is or is alleged to be the subject of Parent’s indemnity obligations under Section 4 hereof, unless all Take-Two Indemnitees fully and irrevocably waive and release any and rights to indemnity that they may otherwise have under Section 4 hereof in respect of such Tax liability pursuant to a duly executed written instrument delivered to Parent and in form and substance reasonably satisfactory to Parent and its counsel. (d) Take-Two and Parent further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder.

Cooperation; Further Assurances. (a) The Contributing Parties shall cooperate with the Partnership Parties to assist in identifying and obtaining all Permits as may be necessary to own the Subject Interest. (b) The Contributing Parties and the Partnership Parties shall use their respective commercially reasonable efforts (i) to obtain all approvals, approvals and consents and Permits required by or necessary for the transactions contemplated by this Agreement and the Ancillary Documents, and (ii) to ensure that all of the conditions to their its respective obligations contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practical. Each of the Parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each agrees to use their respective commercially reasonable efforts to take all appropriate action and to do all things necessary, proper or advisable under applicable Applicable Law to make effective the transactions contemplated by this Agreement and the Ancillary Documents; provided, however, that nothing in this Agreement will require any Party to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated herein. (c) After Without limiting Section 5.4(b), the Closing, each Party Partnership shall take such further actions use all commercially reasonable efforts to consummate the Partnership Financing Transactions on terms that are commercially reasonable to the Partnership. (d) The Partnership shall use all commercially reasonable efforts to refinance or repay in full any and execute such further documents as may be necessary or reasonably requested by all debt and accrued interest thereon outstanding under any Promissory Note within 24 months of the other Closing and cooperate with the Contributing Parties in order their sale or assignment of the Promissory Notes should the Contributing Parties desire to effectuate sell or assign the intent of this Agreement and the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary DocumentsPromissory Notes.

Cooperation; Further Assurances. (a) The Contributing Parties shall cooperate with the Partnership Parties to assist in identifying and obtaining all Permits as may be necessary to own the Subject Interest. (b) The Contributing Parties and the Partnership Parties shall use their respective commercially reasonable efforts (i) to obtain all approvals, approvals and consents and Permits required by or necessary for the transactions contemplated by this Agreement and the Ancillary Documents, and (ii) to ensure that all of the conditions to their its respective obligations contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practical. Each of the Parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each agrees to use their respective commercially reasonable efforts to take all appropriate action and to do all things necessary, proper or advisable under applicable Applicable Law to make effective the transactions contemplated by this Agreement and the Ancillary Documents; provided, however, that nothing in this Agreement will require any Party to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation Table of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated herein. (c) After the Closing, each Party shall take such further actions and execute such further documents as may be necessary or reasonably requested by the other Parties in order to effectuate the intent of this Agreement and the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary Documents.Contents

Cooperation; Further Assurances. (a) The Contributing Parties Without limiting any other provision of this Agreement, each of the parties hereto shall, and shall cause their respective Affiliates to, proceed expeditiously and cooperate with fully in making application for all necessary regulatory approvals, in the Partnership Parties to assist procurement of any other consents and approvals, and in identifying and obtaining all Permits as may be necessary to own the Subject Interest. (b) The Contributing Parties taking of any other action and the Partnership Parties satisfaction of all other requirements pre scribed by law or otherwise, necessary for consummation of the transactions contemplated hereby on the terms provided herein. Each of the parties hereto shall, and shall use cause their respective commercially Affiliates to, use all reasonable efforts (i) to obtain take, or cause to be taken, all approvals, consents and Permits required by or actions necessary for to comply promptly with all legal requirements which may be imposed on such party with respect to the transactions contemplated by this Agreement and the Ancillary Documents, hereby and (ii) to ensure promptly obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or any other public or private third party (including the NBA and the NHL) which is required to be obtained or made by such party in connection with the transactions contemplated hereby. Each of the parties hereto shall not, and shall not permit any of their respective Subsidiaries or Affiliates to, take any action that all would, or that could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representa tions and warranties that are not so qualified becoming untrue in any material respect or (iii) any of the conditions to any of the Closings set forth in Section 7.01 not being satisfied. (b) Each party shall use all reasonable efforts to cause the Initial Closing to occur on or prior to June 1, 1997 or, if the Initial Closing does not occur by that date, shall continue to use all reasonable efforts to cause the Initial Closing to occur as soon thereafter as practicable (except that Cablevision shall not be obligated to cause RGC and GHC to pay the Shares Purchase Price or the Initial Transferred Interest Purchase Price, respectively, at the Initial Closing and ITT shall not be obligated to cause ITTE or ITT MSG to comply with their respective obligations contained in Sections 6.1 to deliver the Shares and 6.2, respectively, are satisfied as soon as reasonably practicalthe Initial Transferred Interest at the Initial Closing) and each other Closing to occur on the applicable Closing Date. Each of ITT MSG and ITTE hereby agrees to reasonably cooperate with Cablevision, RGC and GHC in connection with the Parties acknowledges that certain taking of any actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents or approvals or other clearances that are material required to permit MSG to redeem any ITT MSG Interest and MSGE to redeem the consummation of the transactions contemplated hereby, and each agrees Shares pursuant to use their respective commercially reasonable efforts to take all appropriate action and to do all things necessary, proper or advisable under applicable Law to make effective the transactions contemplated by this Agreement and the Ancillary Documents; provided, however, that nothing in this Agreement will require any Party to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated hereinAgreement. (c) After Each of the Closingparties hereto shall provide to (i) any lending institution that will finance the payment by Cablevision or MSG of the Initial Transferred Interest Purchase Price in order to arrange such financing, (ii) advisors to ITT required for preparation of fairness opinions or (iii) any Selected Investment Banking Firm providing services pursuant to any provision of this Agreement, and each Party shall take such further actions of their respective accountants, counsel and execute such further documents other designated representatives, reasonable access and duplicating rights during normal business hours and upon reasonable advance notice, subject to appropriate confidentiality provisions, to all information within the possession or control of ITT MSG, Cablevision or MSG, as the case may be necessary or be, reasonably requested by the other Parties in order to effectuate the intent of this Agreement and the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary Documentslending institution, advisors or Selected Investment Banking Firm.

Cooperation; Further Assurances. (a) The Contributing Parties shall Purchaser, on the one hand, and the Sellers’ Representative, on the other hand, will cooperate and consult with the Partnership Parties to assist in identifying other and obtaining all Permits as may be necessary to own the Subject Interest. (b) The Contributing Parties and the Partnership Parties shall use their respective commercially reasonable efforts (i) to obtain all approvals, consents and Permits required by or necessary for the transactions contemplated by this Agreement and the Ancillary Documents, and (ii) to ensure that all of the conditions to their respective obligations contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practical. Each of the Parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each agrees to use their respective commercially reasonable efforts to take or cause to be taken all appropriate action actions, and do or cause to do be done all things things, reasonably necessary, proper or advisable on their respective parts under applicable Law to make effective the transactions contemplated by this Agreement and applicable law to consummate the Ancillary DocumentsWarrant Sale on the First Closing Date and the Debenture Sale on the First Closing Date or, with respect to the Debenture Sale (subject to the rights of the Purchaser under Article IV), as promptly thereafter as reasonably practicable. Without limiting the foregoing, but subject to the rights of the Purchaser under Article IV: (a) The Purchaser will use its commercially reasonable efforts to cause the Replacement Capital Requirement to be satisfied as soon as practicable following the date hereof; (b) Insofar as relevant, and subject to applicable law and regulation (including fiduciary obligations), the Sellers’ Representative will consent, and will use its commercially reasonable efforts to cause its relevant controlled Affiliates to consent, to the waiver, amendment or termination of the Replacement Capital Covenant relating to the Debentures; provided, however, that nothing in this Agreement will require any Party to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party the Sellers’ Representative shall have no obligation to expend any amounts in order consent to or use commercially reasonable efforts to cause such Affiliates to consent to any obligation Consent Solicitation in respect of any Contributing Party in this Agreement or any Ancillary Document Covered Debt with regard to be fulfilled or which its Affiliates do not have discretionary voting authority and (ii) the Sellers’ Representative and its Affiliates’ ability to vote with respect to any Contributing Party to expend any amounts other matter (whether or not included in order to cause any obligation of any Partnership Party in the same consent solicitation) will not be restricted by this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated herein.Section 3.1(b); (c) After the ClosingThe parties agree to execute and deliver such other documents, each Party shall take instruments of transfer or assignment and records and do all such further actions acts and execute such further documents things as may be reasonably necessary or reasonably requested by desirable to carry out and give effect to the other Parties in order to effectuate the intent of this Agreement transactions contemplated hereunder; and (d) The Purchaser and the Ancillary Documents and Sellers’ Representative will keep each other informed with respect to provide such other Parties with the intended benefits of matters set forth in this Agreement Section 3.1, and the Ancillary DocumentsPurchaser shall notify the Sellers’ Representative in writing within one (1) Business Day of achieving the satisfaction of the Replacement Capital Requirement.

Cooperation; Further Assurances. (a) The Contributing Parties shall After the Closing Date, Sellers and Buyers will each make available to the other for inspection and copying at reasonable times any documents retained by Buyers or Sellers, as the case may be, that are reasonably required by the party requesting such documents and that are related to the MCK Business and the transactions contemplated hereby. After the Closing, Sellers and Buyers will reasonably assist each other and cooperate with in the Partnership Parties administration, defense, and disposition of any claims made against the other parties relating to assist the MCK Business, including the production of relevant documents and making available employees for consultation or testimony in identifying a manner that does not disrupt normal business operations. Except as otherwise provided in Section 13 hereof, neither Buyers nor Sellers will be obligated to compensate or reimburse the other party for any assistance or cooperation rendered pursuant to this Section 12.5, except for copying costs and obtaining all Permits as may be necessary to own the Subject Interesttransportation, lodging and miscellaneous travel expenses. (b) The Contributing Parties After the Closing Date, Sellers will take such actions and execute and deliver to Buyers such further instruments of assignment, conveyance, and transfer as may be necessary, in the Partnership Parties reasonable opinion of counsel for Buyers, to ensure, complete, and evidence the full and effective transfer of the Assets to, and assumption of Assumed Liabilities by, Buyers pursuant to this Agreement; and Buyers and Sellers shall use cooperate reasonably with each other in connection with any steps required to be taken as part of their respective commercially reasonable efforts obligations under this Agreement, including (i) furnishing upon request to obtain all approvals, consents each other such further information (including such books and Permits required by or records of Sellers as may be reasonably necessary for to enable Buyers to prepare the transactions contemplated by this Agreement and the Ancillary Documents, and Closing Financial Statements); (ii) executing and delivering to ensure that each other such other documents; and (iii) doing such other acts and things, all of the conditions to their respective obligations contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practical. Each of the Parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each agrees to use their respective commercially reasonable efforts to take all appropriate action and to do all things necessary, proper or advisable under applicable Law to make effective the transactions contemplated by this Agreement and the Ancillary Documents; provided, however, that nothing in this Agreement will require any Party to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated herein. (c) After the Closing, each Party shall take such further actions and execute such further documents as may be necessary or reasonably requested by the other Parties in order to effectuate party may reasonably request, for the purpose of carrying out the intent of this Agreement and the Ancillary Documents transactions contemplated herein. (c) Sellers will promptly forward, or cause to be forwarded, to Buyers any payments on Accounts Receivable, and all mail and other communications addressed to provide Sellers related to the MCK Business, that are received by Sellers or any of their affiliates after the Closing Date, including mail and communications from customers, suppliers, distributors, agents and others, but excluding any mail or other communications relating solely to Excluded Assets and Excluded Liabilities. EXECUTION VERSION (d) (i) After the Closing, if Sellers discover the existence of a Post-Closing Asset, Sellers shall within five business days of such other Parties with discovery inform Buyers of the intended benefits existence of this Agreement such Post-Closing Asset and the Ancillary Documentsuse commercially reasonable efforts to obtain and forward to Buyers all relevant documentation and information relating to such Post-Closing Asset.

Cooperation; Further Assurances. (a) The Contributing Seller Parties shall cooperate with the Partnership Parties Buyer to assist in identifying and obtaining all Permits any licenses, authorizations or permits as may be necessary to own the Subject InterestInterest from and after the Closing Date and, where necessary and permissible, transfer any existing licenses, authorizations and permits held by the Seller Parties or their Affiliates to the Buyer and, where not permissible, assist the Buyer in obtaining new licenses, authorizations or permits. Wxxxxxxx Energy shall pay its Ownership Percentage of the costs of any such transfers or of the Buyer obtaining such new licenses, authorizations or permits. (b) The Contributing Seller Parties and the Partnership Parties Buyer shall use their respective commercially reasonable efforts (i) to obtain all approvals, approvals and consents and Permits required by or necessary for the transactions contemplated by this Agreement and the Ancillary Documents, including any approvals and consents required by the HSR Act, and (ii) to ensure that all of the conditions to their the respective obligations of such parties contained in Sections 6.1 5.1 and 6.25.2, respectively, are satisfied as soon as reasonably practicaltimely. Each of the Parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each agrees to use their respective commercially reasonable efforts to take all appropriate action and to do all things necessary, proper or advisable under applicable Law laws and regulations to make effective the transactions contemplated by this Agreement and the Ancillary Documents; provided, however, that nothing in this Agreement will require any Party to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated herein. (c) After the Closing, each Party shall take such further actions and execute such further documents as may be necessary or reasonably requested by the other Parties in order to effectuate the intent of this Agreement and the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary Documents.

Cooperation; Further Assurances. (a) The Contributing Parties shall cooperate with the Partnership Parties to assist in identifying and obtaining all Permits as may be licenses, authorizations or permits necessary to own and operate the Subject InterestTransferred Assets from and after the Closing Date and, where necessary and permissible, transfer existing licenses, authorizations and permits to the Partnership Parties and, where not permissible, assist the Partnership Parties in obtaining new licenses, authorizations or permits at no cost, fee or liability to the Partnership Parties. (b) The Contributing Parties and the Partnership Parties shall use their respective commercially reasonable efforts (i) to obtain all approvals, approvals and consents and Permits required by or necessary for the transactions contemplated by this Agreement and the Ancillary DocumentsAgreements, including any approvals and consents required by the HSR Act, and (ii) to ensure that all of the conditions to their the respective obligations of such parties contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practicaltimely. Each of the Parties parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents Agreements such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each agrees to use their respective commercially reasonable efforts to take all appropriate action and to do all things necessary, proper or advisable under applicable Law Applicable Laws and regulations to make effective the transactions contemplated by this Agreement and the Ancillary DocumentsAgreements; provided, however, that nothing in this Agreement will require any Party party hereto to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated hereinAgreement. (c) After the Closing, each Party The Contributing Parties shall take such further actions and execute such further documents as may be necessary or reasonably requested by the other Parties in order to effectuate the intent of this Agreement and the Ancillary Documents and to provide such other cooperation as the Partnership Parties may reasonably request in connection with the intended benefits Rule 144A Offering, including participating in (i) the preparation of this Agreement the offering documentation, (ii) due diligence or other meetings with any underwriters or initial purchasers of such indebtedness, (iii) meetings with rating agencies and the Ancillary Documents(iv) road show presentations.

Cooperation; Further Assurances. (ai) The Contributing Parties Buyer and Target shall cooperate with the Partnership Parties to assist in identifying each other and obtaining all Permits as may be necessary to own the Subject Interest. (b) The Contributing Parties shall cause their respective affiliates and the Partnership Parties shall use officers, employees, agents, and representatives of themselves and their respective commercially reasonable efforts (i) affiliates to obtain all approvalscooperate with each other after the Closing Date through and including March 31, consents and Permits required by or necessary for the transactions contemplated by this Agreement and the Ancillary Documents, and (ii) 2005 to ensure that all the orderly transition of the conditions to their respective obligations contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practical. Each Companies from Target’s ownership of the Parties acknowledges that certain actions may be necessary with respect Securities to Buyer’s ownership of the Securities and to minimize any disruption to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents respective businesses of Target or approvals or other clearances Buyer that are material to the consummation of might result from the transactions contemplated hereby. Each party shall reimburse the other for reasonable out-of-pocket expenses (but not compensation payments to employees) incurred in assisting the other pursuant to this Section 8(b). Neither party shall be required by this Section 8(b) to take any action that would unreasonably interfere with the conduct of its or its affiliates’ businesses. (ii) Without limiting the provisions of any other Section hereof, after the Closing, upon reasonable written notice, Buyer and Target agree to furnish or cause to be furnished to each other and each other’s officers, employees, agents, and each agrees representatives access, during normal business hours, to use their respective commercially reasonable efforts such information relating to take all the Companies and such other assistance as is reasonably necessary for financial reporting, accounting, and other reasonably appropriate action and to do all things necessary, proper or advisable under applicable Law to make effective the transactions contemplated by this Agreement and the Ancillary Documentspurposes; provided, however, that nothing in this Agreement will require any Party to hold separate such access or make any divestiture assistance shall not expressly contemplated herein unreasonably disrupt the normal operations of any asset Target, Buyer, or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Documentthe Companies. Notwithstanding Without limiting the generality of the foregoing, nothing herein Target and its representatives shall be construed have the right to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, reasonable access to the extent expressly stated hereinbooks and records maintained by the Companies or by Buyer relating to the Companies at reasonable times during normal working hours upon reasonable notice to Buyer for so long after the Closing as Buyer or the Companies retain such books and records for the purpose of examining such books and records and making copies thereof, provided that Buyer shall retain books and records relating to Taxes or Tax Returns for at least seven years after the Closing and its other books and records in accordance with its customary document retention policies, and, if at least seven years but less than ten years after the Closing, Buyer or the Companies desire to destroy such books and records relating to Taxes or Tax Returns, Buyer or the Companies may destroy them only if before their destruction Buyer offers in writing to return such books and records to Target and Target either rejects such written offer or fails to respond to such written offer within 30 days after receipt thereof. (ciii) After From time to time after the Closing, each Party as and when requested by a party hereto, the other party shall take execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions and execute such further documents (subject to the limitation set forth in Section 8(a)), as the requesting party may be reasonably deem necessary or reasonably requested by desirable to give full effect to this Agreement. (iv) Nothing in this Section 8(b) shall affect the other Parties in order to effectuate rights and obligations of the intent of this Agreement Target Affiliates and Buyer under the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary DocumentsTransition Services Agreement.

Cooperation; Further Assurances. (a) The Contributing Parties shall cooperate with the Partnership Parties to assist in identifying and obtaining all Permits as may be licenses, authorizations or permits necessary to conduct the Contributed Entities business and own and operate its assets from and after the Subject InterestClosing Date and, where permissible and necessary in connection with the transfer of the Contributed Interest contemplated hereby, transfer existing licenses, authorizations and permits to the Partnership Parties and, where not permissible, assist the Partnership Parties in obtaining new licenses, authorizations or permits at no cost, fee or liability to the Partnership Parties. (b) The Contributing Parties and the Partnership Parties shall use their respective commercially reasonable efforts (i) to obtain all approvals, approvals and consents and Permits required by or necessary for the transactions contemplated by this Agreement and the Ancillary DocumentsCCA Agreement, including any approvals and consents required by the HSR Act, and (ii) to ensure that all of the conditions to their the respective obligations of such parties contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practicaltimely. Each of the Parties parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents CCA Agreement such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each agrees to use their respective commercially reasonable efforts to take all appropriate action and to do all things necessary, proper or advisable under applicable Law Applicable Laws and regulations to make effective the transactions contemplated by this Agreement and the Ancillary DocumentsCCA Agreement; provided, however, that nothing in this Agreement will require any Party party hereto to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Documentthe CCA Agreement. Notwithstanding the foregoingExcept as set forth on Disclosure Schedule 5.5, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, prior to the extent expressly stated hereinClosing Date, the Contributing Parties shall eliminate all existing intercompany notes, intercompany balances and auto intercompany balances by means of a capital contribution to WECU or WECU PARENTCO. (c) After the Closing, each Party shall take such further actions and execute such further documents as may be necessary or reasonably requested by the other Parties in order to effectuate the intent of this Agreement and the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary Documents.

Cooperation; Further Assurances. (a) The Contributing Parties shall cooperate with the Partnership Parties to assist in identifying and obtaining all Permits as may be necessary to own the Subject Interest. (b) The Contributing Parties and the Partnership Parties shall use their respective commercially reasonable efforts (i) to obtain all approvals, approvals and consents and Permits required by or necessary for the transactions contemplated by this Agreement and the Ancillary Documents, and (ii) to ensure that all of the conditions to their its respective obligations contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practical. Each of the Parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each agrees to use their respective commercially reasonable efforts to take all appropriate action and to do all things necessary, proper or advisable under applicable Applicable Law to make effective the transactions contemplated by this Agreement and the Ancillary Documents; provided, however, that nothing in this Agreement will require any Party to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated herein. (c) After Without limiting Section 5.4(b), prior to the Closingmaturity date of the Promissory Note (if applicable), each Party the Partnership shall take such further actions and execute such further documents as may be necessary or reasonably requested by use all commercially reasonable efforts to consummate the other Parties in order to effectuate the intent of this Agreement Partnership Debt Financing Transaction and the Ancillary Documents and Partnership Equity Financing Transaction on terms that are commercially reasonable to provide such other Parties with the intended benefits of this Agreement and the Ancillary DocumentsPartnership.

Cooperation; Further Assurances. (a) The Contributing Parties shall cooperate with Upon the Partnership Parties terms and subject to assist the conditions set forth in identifying and obtaining all Permits as may be necessary to own the Subject Interest. (b) The Contributing Parties and the Partnership Parties this Agreement, each party hereto shall use their respective commercially reasonable efforts (i) to obtain all approvals, consents and Permits required by or necessary for the transactions contemplated by this Agreement and the Ancillary Documents, and (ii) to ensure that all of the conditions to their respective obligations contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practical. Each of the Parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each agrees to use their respective commercially reasonable efforts to take take, or cause to be taken, all appropriate action actions, and do, or cause to be done, and to do assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by hereby, and to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article V, as applicable to each of them. Each party hereto, at the reasonable request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and the Ancillary Documents; providedtransactions contemplated hereby. (b) Each of Parent, howeverMerger Sub and the Company shall as promptly as practicable use reasonable efforts to obtain all necessary Approvals from Governmental Authorities and make all other necessary registrations and filings under applicable Law required in connection with the authorization, that nothing in execution and delivery of this Agreement will require and the consummation of the transactions contemplated hereby and thereby, including the Merger. Parent, Merger Sub and the Company shall act in good faith and reasonably cooperate with the other in connection therewith and in connection with resolving any Party to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations investigation or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated hereininquiry with respect thereto. (c) After The Company shall use its commercially reasonable efforts to obtain all Approvals set forth in Section 4.2(c) of the ClosingCompany Disclosure Schedule from third parties required in connection with the Merger but any failure to secure such approval, assuming use of such efforts, shall not constitute a breach of this Section 4.2(c). (d) As promptly as practicable after the date of this Agreement, each Party shall take such further actions of Parent and execute such further documents as may the Company will make or cause to be necessary made all filings required of each of them or reasonably requested by any of their Subsidiaries or Affiliates under the HSR Act or other Parties in order antitrust Laws with respect to effectuate the intent Merger. Between the date of this Agreement and the Ancillary Documents Closing Date, the Company will (a) cooperate with Parent and Merger Sub with respect to provide such other Parties all filings that Parent and Merger Sub elect to make or are required to make in connection with the intended benefits Merger, and (b) cooperate with Parent and Merger Sub in obtaining all consents identified in the Parent Disclosure Schedule (including taking all actions requested by Parent or Merger Sub to cause early termination of this Agreement any applicable waiting period under the HSR Act). Parent and the Ancillary DocumentsCompany shall share the filing fee under the HSR Act (the Company’s share plus all related costs and expenses to the Company with respect to the HSR Act filing shall be included as Transaction Expenses).

Cooperation; Further Assurances. (a) The Contributing Parties shall cooperate with the Partnership Parties to assist in identifying and obtaining all Permits as may be necessary to own the Subject Interest. (b) The Contributing Parties and the Partnership Parties shall use their respective commercially reasonable efforts (i) to obtain all approvals, approvals and consents and Permits required by or necessary for the transactions contemplated by this Agreement and the Ancillary Documents, and (ii) to ensure that all of the conditions to their its respective obligations contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practical. Each of the Parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each agrees to use their respective commercially reasonable efforts to take all appropriate action and to do all things necessary, proper or advisable under applicable Applicable Law to make effective the transactions contemplated by this Agreement and the Ancillary Documents; provided, however, that nothing in this Agreement will require any Party to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated herein. (c) After Without limiting Section 5.4(b), prior to the Closingmaturity date of the Promissory Note (if applicable), each Party the Partnership shall take such further actions and execute such further documents use all commercially reasonable efforts to consummate the Equity Financing Transaction as may be necessary or soon as reasonably requested practical (as determined by the other Parties in order to effectuate the intent Partnership). For purposes of this Agreement Section 5.4(c), the Partnership shall be deemed to have used all commercially reasonable efforts to consummate the Equity Financing Transaction if the Equity Financing Transaction results in the Partnership receiving at least $275 million of net offering proceeds (after considering underwriting fees, discounts and the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary Documentstransactions).

Cooperation; Further Assurances. (a) The Contributing Parties Purchaser and Seller shall cooperate with each other, and shall cause their respective officers, employees, agents, auditors and representatives to cooperate with each other, during the Partnership Parties term of the Transition Services Agreement, to assist ensure the orderly transition of the Product and the Acquired Assets from Seller to Purchaser and to minimize any disruption to the respective businesses of Seller and Purchaser that might result from the transactions contemplated hereby. After the Closing, upon reasonable written notice, Purchaser and Seller shall furnish or cause to be furnished to each other and their employees, counsel, auditors and representatives reasonable access, during normal business hours, to such information and assistance relating to the Product and the Acquired Assets as is reasonably necessary for financial reporting and accounting matters, the preparation and filing of any Tax returns, reports or forms, or the defense of any Tax claim or assessment. The obligation to cooperate pursuant to the preceding sentence insofar as it concerns Taxes shall terminate at the time the relevant applicable statute of limitations expires (giving effect to any extension thereof). Each party shall reimburse the other for reasonable out-of-pocket costs and expenses incurred in identifying and obtaining all Permits as may assisting the other pursuant to this Section 6.01. Neither party shall be necessary required by this Section 6.01 to own take any action that would unreasonably interfere with the Subject Interestconduct of its business or unreasonably disrupt its normal operations. (b) The Contributing Parties From time to time, as and when requested by either party hereto, the Partnership Parties other party shall use their respective commercially reasonable efforts (i) execute and deliver, or cause to obtain be executed and delivered, all approvalssuch documents and instruments and shall take, consents and Permits required by or cause to be taken, all such further or other actions, as such other party may reasonably deem necessary for or desirable to consummate the transactions contemplated by this Agreement and Agreement. (c) Subject to Section 1.07, if any party discovers, within twelve (12) months after the Ancillary DocumentsClosing Date, and (ii) that any assets held by Seller or any of its Subsidiaries are Acquired Assets, but were not transferred to ensure that all Purchaser as part of the conditions to their respective obligations contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practical. Each of the Parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated herebyunder Section 1.04, then any such assets shall be deemed to have been held in trust by Seller or its Affiliates for Purchaser, and each agrees Seller shall promptly transfer, assign and convey such assets to Purchaser without any additional consideration therefor free and clear of all Liens (other than Permitted Liens). (d) The parties hereby agree that, for a period of two (2) years following the Closing, Seller shall, and Seller shall cause its Affiliates to, use their respective commercially reasonable efforts to take all appropriate action and cooperate with Purchaser to, upon the reasonable written request of Purchaser, deliver to do all things necessary, proper Purchaser any Regulatory Documentation or advisable under applicable Law to make effective the transactions contemplated by this Agreement and the Ancillary Documents; provided, however, Product Records of Seller that nothing in this Agreement will require any Party to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, relate to the extent expressly stated hereinProduct and that are within the possession and control of Seller and were not previously provided to Purchaser. (c) After the Closing, each Party shall take such further actions and execute such further documents as may be necessary or reasonably requested by the other Parties in order to effectuate the intent of this Agreement and the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary Documents.

Cooperation; Further Assurances. (a) The Contributing Parties shall cooperate with the Partnership Parties to assist in identifying and obtaining all Permits as may be licenses, authorizations or permits necessary to conduct the Contributed Entities business and own and operate its assets from and after the Subject InterestClosing Date and, where permissible and necessary in connection with the transfer of the Contributed Interest contemplated hereby, transfer existing licenses, authorizations and permits to the Partnership Parties and, where not permissible, assist the Partnership Parties in obtaining new licenses, authorizations or permits at no cost, fee or liability to the Partnership Parties. (b) The Contributing Parties and the Partnership Parties shall use their respective commercially reasonable efforts (i) to obtain all approvals, approvals and consents and Permits required by or necessary for the transactions contemplated by this Agreement and the Ancillary DocumentsCCA Agreement, including any approvals and consents required by the HSR Act, and (ii) to ensure that all of the conditions to their the respective obligations of such parties contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practicaltimely. Each of the Parties parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents CCA Agreement such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each agrees to use their respective commercially reasonable efforts to take all appropriate action and to do all things necessary, proper or advisable under applicable Law Applicable Laws and regulations to make effective the transactions contemplated by this Agreement and the Ancillary DocumentsCCA Agreement; provided, however, that nothing in this Agreement will require any Party party hereto to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated hereinCCA Agreement. (c) After the Closing, each Party shall take such further actions and execute such further documents as may be necessary or reasonably requested by the other Parties in order to effectuate the intent of this Agreement and the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary Documents.

Cooperation; Further Assurances. (a) The Contributing Parties From and after the Closing Date, Buyer and Sellers shall cooperate with the Partnership Parties to assist in identifying each other and obtaining all Permits as may be necessary to own the Subject Interest. (b) The Contributing Parties shall cause their respective affiliates and the Partnership Parties shall use officers, employees, agents, and representatives of themselves and their respective commercially affiliates to cooperate with each other and use reasonable best efforts (i) to obtain all approvals, consents ensure the orderly transition of the Business and Permits required by the Assets from Sellers’ to Buyer’s ownership and to minimize any disruption to the respective businesses of Sellers or necessary for Buyer that might result from the transactions contemplated hereby (including for purposes of effecting the integration and communications plans provided by Buyer to Sellers. Following the Conversion Date, each party shall reimburse the other for reasonable out-of-pocket costs and expenses incurred in assisting the other pursuant to this Section 9.1. Neither party shall be required by this Agreement and the Ancillary Documents, and (ii) to ensure that all of the conditions to their respective obligations contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practical. Each of the Parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each agrees to use their respective commercially reasonable efforts Section 9.1 to take all appropriate any action and to do all things necessary, proper that would unreasonably interfere with the conduct of its or advisable under applicable Law to make effective the transactions contemplated by this Agreement and the Ancillary Documentsits affiliates’ businesses; provided, however, that nothing in this Agreement will require any Party Sellers acknowledge that the integration and communication plans provided by Buyer to hold separate or make any divestiture not expressly contemplated herein Sellers are reasonable and necessary to prepare for the orderly conversion of any asset or otherwise the customers of the Business to Buyer’s operational platform and agree to cooperate with Buyer in the implementation of such plans. Following the date hereof, Sellers shall cooperate with Buyer and shall use reasonable best efforts to enforce any restriction on its operations contracts that contain confidentiality, non-compete or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation no solicitation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each caseemployees covenants, to the extent expressly stated hereinrelating to the Business. Buyer shall reimburse Sellers for reasonable expenses incurred by Sellers in connection with enforcing such contracts following the Closing Date. (b) Without limiting the provisions of any other Section hereof, after the Closing, upon reasonable written notice, Buyer and Sellers shall, subject to applicable law related to the exchange of information, furnish or cause to be furnished to each other and each other’s officers, employees, agents, and representatives access, during normal business hours, such information relating to the Business and the Assets and such other assistance as is reasonably necessary for financial reporting and accounting and other reasonably appropriate purposes; provided, however, that such access or assistance shall not unreasonably disrupt the normal operations of Sellers or Buyer. Without limiting the generality of the foregoing, (i) Sellers and their representatives shall have the right to reasonable access to the Books and Records maintained by Buyer at reasonable times during normal working hours upon reasonable notice to Buyer for so long after the Closing as Buyer retains such Books and Records for the purpose of examining the Books and Records as is reasonably necessary for financial reporting and accounting and other reasonably appropriate purposes and (ii) Buyer and its representatives shall have the right to reasonable access to any books and records relating to the Company retained by Sellers at reasonable times during normal working hours upon reasonable notice to Sellers for so long after the Closing as Sellers retains such books and records for the purpose of examining the books and records as is reasonably necessary for financial reporting and accounting and other reasonably appropriate purposes. Buyer shall retain the Books and Records, and Sellers shall retain the books and records related to the Business and retained by Sellers, for at least seven years after the Closing. (c) After From time to time after the Closing, each Party as and when requested by a party hereto, the other parties shall take use reasonable best efforts to (i) execute and deliver, or cause to be executed and delivered, all such documents and instruments, and take, or cause to be taken, all such further actions or other actions, as such requesting party may reasonably deem necessary or desirable to give full effect to this Agreement, (ii) make the required person available to testify in any proceedings and execute such further documents as do all other acts that may be necessary or reasonably requested desirable in the reasonable opinion of the other party to protect or effectuate any rights arising from this Agreement or to aid in the prosecution or defense of any rights arising from this Agreement or the operation of the Business or the ownership of the Assets by Sellers prior to the Closing, and (iii) make the required person available to testify, provide information and otherwise assist with any review, investigation, or other types of inquiry or proceeding by the SEC, NASD, NYSE, any state securities regulatory authority or any other Parties in order Governmental Entity, all without further consideration other than reimbursement by the requesting party to effectuate the intent requested party of this Agreement and the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary Documentsreasonable out-of-pocket expenses.

Cooperation; Further Assurances. (a) The Contributing From time to time after the Closing, without additional consideration, each of the Parties shall cooperate with the Partnership Parties to assist in identifying will (or, if appropriate, cause their Affiliates to) execute and obtaining all Permits deliver such further instruments and take such other action (or procure that such action be taken) as may be necessary to own the Subject Interest. (b) The Contributing Parties and the Partnership Parties shall use their respective commercially reasonable efforts (i) to obtain all approvals, consents and Permits required by or necessary for the transactions contemplated by this Agreement and the Ancillary Documents, and (ii) to ensure that all of the conditions to their respective obligations contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practical. Each of the Parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each agrees to use their respective commercially reasonable efforts to take all appropriate action and to do all things necessary, proper or advisable under applicable Law to make effective the transactions contemplated by this Agreement and the Ancillary Transaction Documents; provided. For the avoidance of doubt the foregoing shall include, howeverbut not be limited to, facilitating and ensuring that nothing each of the Parties have or will obtain any additional requisite approvals from their respective board of directors in order to consummate the transactions contemplated by this Agreement will require and the Internalization Transaction, and any subsequent distribution of the GREC LLC Common Shares and Earnout Shares issued to it pursuant to this Agreement to Group LLC’s members in pro rata proportion to their respective interests in Group LLC. (b) If any Party to hold separate or make any divestiture not expressly contemplated herein of this Agreement shall following the Closing have in its possession any asset or otherwise agree right that under this Agreement should have been delivered to any restriction on its operations the other, such Party shall promptly deliver such asset or right to the other burdensome condition which would in any such case be material (or to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated hereinrequested designee). (c) After Immediately following the Closing contemplated hereby, GREC LLC and GREC Corp shall execute or cause to be executed the Second Contribution Agreement and consummate the transactions contemplated thereby. (d) Upon completion of the Internalization Transaction, the Parties agree that Manager shall no longer be obligated to provide services or be entitled to receive payments under the Amended and Restated Services Agreement, by and among Holdings LLC, Manager, and Group LLC, dated as of January 1, 2020, which agreement shall be terminated effective as of the Closing, each Party shall take such further actions and execute such further documents as may be necessary or reasonably requested by the other Parties in order to effectuate the intent of this Agreement and the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary Documents.

Cooperation; Further Assurances. (a) The Contributing Parties shall cooperate with the Partnership Parties to assist in identifying and obtaining all Permits as may be necessary to own the Subject Interest. (b) The Contributing Parties and the Partnership Parties shall use their respective commercially reasonable efforts (i) to obtain all approvals, approvals and consents and Permits required by or necessary for the transactions contemplated by this Agreement and the Ancillary Documents, and (ii) to ensure that all of the conditions to their its respective obligations contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practical. Each of the Parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each agrees to use their respective commercially reasonable efforts to take all appropriate action and to do all things necessary, proper or advisable under applicable Applicable Law to make effective the transactions contemplated by this Agreement and the Ancillary Documents; provided, however, that nothing in this Agreement will require any Party to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated herein. (c) After Without limiting Section 5.4(b), the Closing, each Party Partnership shall take such further actions and execute such further documents as may be necessary or reasonably requested by use all commercially reasonable efforts to consummate the other Parties in order Partnership Debt Offering on terms that are commercially reasonable to effectuate the intent of this Agreement and the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary DocumentsPartnership.

Cooperation; Further Assurances. (a) The Contributing Parties shall cooperate with Each of the Partnership Parties to assist in identifying and obtaining all Permits as may be necessary to own the Subject Interest. (b) The Contributing Shell Parties and the Partnership SHLX Parties shall use their respective commercially reasonable efforts (i) to obtain all approvals, approvals and consents and Permits required by or necessary for the transactions contemplated Overall Transaction, including, if required, any approvals and consents required by the HSR Act (including making any required filings under the HSR Act within ten (10) Business Days after the date of this Agreement and the Ancillary DocumentsAgreement), and (ii) to ensure that all of the conditions to their the respective obligations of the SHLX Parties and the Shell Parties contained in Sections 6.1 Section 10.1 and 6.2Section 10.2, respectively, are satisfied as soon as reasonably practicaltimely and (iv) to execute and deliver all documents and instruments required by or necessary for the consummation of the Overall Transaction. Each Notwithstanding the provisions set forth in Section 8.3, each of the Parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents Transaction Documents, such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated herebyhereby or thereby, and each agrees to use their respective commercially reasonable efforts to take all appropriate action and to do all things necessary, proper or advisable under applicable Law Applicable Laws and regulations to make effective the transactions contemplated by this Agreement Overall Transaction, which includes taking all appropriate actions to ensure that all Shell Chemical Permits and SOPUS Norco Permits required for the Ancillary Documentsownership or operation of the Norco Assets are transferred to or assigned to, or reissued in the name of, Triton, its operator, or its Affiliate, as appropriate; provided, however, that except as expressly set forth herein, nothing in this Agreement will require any Party party hereto to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated hereinAgreement. (c) After the Closing, each Party shall take such further actions and execute such further documents as may be necessary or reasonably requested by the other Parties in order to effectuate the intent of this Agreement and the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary Documents.

Cooperation; Further Assurances. (a) The Contributing Parties Upon the terms and subject to the conditions set forth in this Agreement, each party hereto shall use reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the Partnership Parties to assist other party or parties in identifying and obtaining all Permits as may be necessary to own the Subject Interest. (b) The Contributing Parties and the Partnership Parties shall use their respective commercially reasonable efforts (i) to obtain all approvalsdoing, consents and Permits required by or necessary for the transactions contemplated by this Agreement and the Ancillary Documents, and (ii) to ensure that all of the conditions to their respective obligations contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practical. Each of the Parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each agrees to use their respective commercially reasonable efforts to take all appropriate action and to do all things necessary, proper or advisable under applicable Law to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements and to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VI, as applicable to each of them, including preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as soon as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party (including the respective independent accountants of the Company and Parent) and/or any Governmental Authority in order to consummate the Merger or any of the other transactions contemplated hereby. This obligation shall include, (i) the Company’s commitment to cooperate with, and provide reasonable assistance to, Parent in obtaining Permitted Parent Indebtedness (including without limitation, providing such information as may be reasonably requested from a potential lending source), and (ii) on the part of Parent, sending a termination letter to Agent in substantially the form of Exhibit A attached to the Investment Management Trust Agreement by and between Parent and Agent dated as of June 13, 2007. Subject to applicable laws relating to the exchange of information and the preservation of any applicable attorney-client privilege, work-product doctrine, self-audit privilege or other similar privilege, each of the Company and Parent shall have the right to review and comment on in advance, and to the extent practicable each will consult the other on, all the information relating to such party that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority in connection with the Merger and the other transactions contemplated hereby. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable. (b) Each party hereto, at the reasonable request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and the Ancillary Documents; provided, however, that nothing in this Agreement will require any Party to hold separate or make any divestiture not expressly transactions contemplated herein of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated hereinhereby. (c) After The Company shall use its reasonable best efforts to obtain all Approvals from third parties that are set forth in Section 3.5 of the Closing, each Company’s Disclosure Schedule and identified with an asterisk (“Company Third Party Consents”). Parent and Acquisition Sub shall take such further actions use their respective reasonable best efforts to obtain all Approvals from third parties that are set forth in Section 5.5 of the Company’s Disclosure Schedule and execute such further documents as may be necessary or reasonably requested by the other Parties in order to effectuate the intent of this Agreement and the Ancillary Documents and to provide such other Parties identified with the intended benefits of this Agreement and the Ancillary Documentsan asterisk (“Parent/Acquisition Sub Third Party Consents”).

Cooperation; Further Assurances. (a) The Contributing Parties Upon the terms and subject to the conditions set forth in this Agreement, each party hereto shall use commercially reasonable efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the Partnership Parties other party or parties in doing, all things necessary, proper or advisable to assist consummate and make effective, in identifying the most expeditious manner practicable, the transactions contemplated hereby, and obtaining to satisfy or cause to be satisfied all Permits of the conditions precedent that are set forth in Article VI, as applicable to each of them. Each party hereto, at the reasonable request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary to own or desirable for effecting completely the Subject Interestconsummation of this Agreement and the transactions contemplated hereby. (b) The Contributing Parties Each of Parent and the Partnership Parties JPMorgan shall as promptly as practicable use their respective commercially reasonable efforts (i) to obtain all approvalsnecessary Approvals from Governmental Authorities and make all other necessary registrations and filings under applicable Law required in connection with the authorization, consents execution and Permits required by or necessary for the transactions contemplated by delivery of this Agreement and the Ancillary Documents, and (ii) to ensure that all of the conditions to their respective obligations contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practical. Each of the Parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, including the Transaction. Parent and each agrees to use their respective commercially reasonable efforts to take all appropriate action JPMorgan shall act in good faith and to do all things necessary, proper or advisable under applicable Law to make effective reasonably cooperate with the transactions contemplated by this Agreement other in connection therewith and the Ancillary Documents; provided, however, that nothing in this Agreement will require connection with resolving any Party to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations investigation or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated hereininquiry with respect thereto. (c) After JPMorgan shall use commercially reasonable efforts to obtain all third-party consents set forth on set forth in Section 6.2(c)(i) of the ClosingDisclosure Schedule, each Party but any failure to secure such third-party consents, assuming use of such efforts, shall take such further actions and execute such further documents as may be necessary or reasonably requested by the other Parties in order to effectuate the intent not constitute a breach of this Agreement and by JPMorgan. Parent shall use commercially reasonable efforts to assist JPMorgan to obtain all such consents from third parties. Parent shall obtain all Approvals set forth in Section 6.2(c)(ii) of the Ancillary Documents and Disclosure Schedules, but any failure to provide secure such other Parties with the intended benefits Approvals, assuming use of such efforts, shall not constitute a breach of this Agreement and the Ancillary Documentsby Parent. JPMorgan shall use commercially reasonable efforts to assist Parent to obtain all such Approvals.

Cooperation; Further Assurances. (a) The Contributing Parties shall Each Owner hereby agrees to use commercially reasonable efforts to cooperate with Buyer and provide reasonable support to Buyer necessary for Buyer’s enforcement of the Partnership Parties WEC Rights and its rights arising under the Settlement Agreement, including for the avoidance of doubt, (i)providing Buyer with all information, correspondence, notices or other documents, and take all reasonable actions requested by Buyer necessary for Buyer to assist file claims against the WEC Debtors for all possible damages and claims arising from or related to the WEC Debtors’ rejection of the EPC Agreement, (ii)take reasonable steps necessary for the recognition of Buyer as the holder of the Interest through the Distribution Order Notice Letter and the Toshiba Notice Letter, and (iii) prosecution of the Claims and with respect to any actions against Toshiba; provided, that all of the foregoing will be at Buyer’s sole cost and expense, and no Owner will be required to provide copies of any of the Excluded Documents or operate its respective business in identifying and obtaining all Permits any manner other than the ordinary course as may be necessary to own determined in the Subject Interestsole discretion of such Owner. (b) The Contributing Parties Each of Owners and Buyer hereby agrees to execute and deliver such other instruments as may be reasonably requested by the Partnership Parties shall use their respective commercially reasonable efforts (i) other party to obtain all approvals, consents and Permits required by or necessary for consummate and/or evidence the transactions contemplated by this Agreement and the Ancillary Documentsherein, and (ii) to ensure that all of the conditions to their respective obligations contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practical. Each of the Parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each agrees to use their respective commercially reasonable efforts to take all appropriate action and to do all things necessary, proper or advisable under applicable Law to make effective the transactions contemplated by this Agreement and the Ancillary Documents; provided, however, that nothing in this Agreement will require any Party to hold separate or make any divestiture not expressly contemplated herein including copies of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Claim Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated hereinreasonably available. (c) After Without limiting the Closinggenerality of the foregoing, each Party Owner agrees that in the event such Owner receives any payment, distribution or notice with respect to or relating to the Interest from and after the Closing Date (including any distributions under the Distribution Order), whether in the form of cash, securities, instruments or any other property, the aforementioned shall constitute property of the Buyer to which the Buyer has an absolute right. Such Owner shall accept the same as Buyer’s agent and shall hold the same in trust on behalf of and for the sole benefit of Buyer, and shall promptly deliver the same forthwith to Buyer in the same form received as soon as reasonably practicable (and in any event within five (5) Business Days following receipt thereof), together with (i) any endorsements or documents necessary to transfer such property to Buyer and (ii) any statements received by such Owner from the WEC Debtors describing such payment or distribution. (d) Each Owner shall use commercially reasonable efforts to cooperate with Buyer, at Buyer’s sole cost and expense, in any attempt by Buyer to (i) comply with Rule 3001(e) of the Bankruptcy Rules and any additional rules, statutes, or orders applicable to the transfer of the Interest and (ii) file any additional proofs of claim or any amendments to the Proofs of Claim. Owners hereby waive any notice or hearing requirements imposed by Rule 3001(e) of the Bankruptcy Rules, and consents to the substitution of Owners by Buyer for all purposes in the WEC Proceedings, including for voting and distribution purposes with respect to the WEC Rights. Each Owner acknowledges and consents to all terms set forth in this Agreement and, upon timely payment of the Purchase Price as provided herein, waives its right to raise any objection thereto and its right to receive notice pursuant to Bankruptcy Rule 3001(e), and consents to the substitution of Owner by Buyer for purposes of enforcing the WEC Rights in the WEC Proceedings. Owners further stipulate that an order may be entered recognizing the Buyer as the valid owner of the Interest. Buyer shall file the Transfer of Claims Forms within five (5) Business Days of the Closing Date. From the Closing Date until the date on which the Buyer is, or is deemed to be, substituted for Owners pursuant to Rule 3001 of the Bankruptcy Rules, this Agreement shall be deemed to grant Buyer an undivided one hundred percent (100%) participation interest in the WEC Rights. To the extent the sale, assignment, transfer, or conveyance of all or any portion of the Interest is deemed invalid or otherwise prevented by applicable Law or otherwise, then with respect to such portion of the Interest: (a) the beneficial interest in or to such portion of the Interest (collectively, the “Beneficial Rights”) shall in any event pass as of the Closing Date to Buyer; and (b) pending the effectiveness of such sale, assignment, transfer, or conveyance, and so long as the applicable Owner transfers and turns over all Beneficial Rights with respect to such portion of the Interest, Buyer shall assume or discharge any Assumed Obligations of such Owner under such Beneficial Rights as agent for such Owner, and such Owner shall act as Buyer’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. (e) Each Owner agrees that it shall not take any action under, omit to take any action under, amend, or assign the Settlement Agreement without the written consent of Buyer, such consent not to be unreasonably withheld or delayed if such action would not reasonably be expected to adversely affect the Toshiba Payment Obligation or any of Buyer’s rights or obligations under this Agreement or the Settlement Agreement. (f) Concurrently with the resignation of SCE&G from the UCC, SCE&G shall (i) advise the United States Trustee of its resignation and (ii) notify the United States Trustee that the WEC Claims have been assigned to the Buyer. (g) Owners and Buyer agree that with respect to all matters described in this Section 6.7, (i) Owners shall deal directly with Buyer (or its Affiliates) only and (ii) Owners shall take instruction from Buyer (or its Affiliates) only. (h) Notwithstanding anything to the contrary set forth in this Section 6.7, in no event will Santee Xxxxxx be obligated to take any action, or refuse to take any action, if such further actions and execute such further documents as may action or failure to act would be necessary or reasonably requested by materially adverse to the other Parties in order holders of Santee Cooper’s debt obligations issued pursuant to effectuate the intent of this Agreement and the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary Documentsits Master Revenue Obligation Resolution, adopted April 26, 1999.

Cooperation; Further Assurances. (ai) The Contributing Parties Buyer and the Company shall cooperate with the Partnership Parties to assist in identifying each other and obtaining all Permits as may be necessary to own the Subject Interest. (b) The Contributing Parties shall cause their respective affiliates and the Partnership Parties shall use officers, employees, agents and representatives of themselves and their respective commercially affiliates to cooperate with each other for a reasonable efforts (i) period of time not to obtain all approvalsextend past March 31, consents and Permits required by or necessary for 2005 to ensure the transactions contemplated by this Agreement orderly transition of the Business and the Ancillary Documents, Assets from Sellers' to Buyer's ownership and (ii) to ensure that all of the conditions to their respective obligations contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practical. Each of the Parties acknowledges that certain actions may be necessary with respect minimize any disruption to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents respective businesses of Sellers or approvals or other clearances Buyer that are material to the consummation of might result from the transactions contemplated hereby. Each party shall reimburse the other for reasonable out-of-pocket costs and expenses incurred in assisting the other pursuant to this Section 10(b). Neither party shall be required by this Section 10(b) to take any action that would unreasonably interfere with the conduct of its or its affiliates' businesses. (ii) Without limiting the provisions of any other Section hereof, after the Closing, upon reasonable written notice, Buyer and the Company agree to furnish or cause to be furnished to each other and each agrees other's officers, employees, agents and representatives access, during normal business hours, to use their respective commercially reasonable efforts such information relating to take all appropriate action and to do all things necessary, proper or advisable under applicable Law to make effective the transactions contemplated by this Agreement Business and the Ancillary DocumentsAssets and such other assistance as is reasonably necessary for financial reporting, accounting and other reasonably appropriate purposes; provided, however, that nothing in this Agreement will require any Party to hold separate such access or make any divestiture assistance shall not expressly contemplated herein unreasonably disrupt the normal operations of any asset Sellers or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary DocumentBuyer. Notwithstanding Without limiting the generality of the foregoing, nothing herein the Company and its representatives shall be construed have the right to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, reasonable access to the extent expressly stated hereinBooks and Records maintained by Buyer at reasonable times during normal working hours upon reasonable notice to Buyer for so long after the Closing as Buyer retains such Books and Records consistent with its ordinary course for the purpose of examining the Books and Records and making copies thereof; provided that Buyer shall retain Books and Records relating to Taxes or Returns for at least seven years after the Closing. (ciii) After From time to time after the Closing, each Party as and when requested by a party hereto, the other parties shall take (A) execute and deliver, or cause to be executed and delivered, all such documents and instruments as such requesting party may reasonably deem necessary or desirable to give full effect to this Agreement, (B) take, or cause to be taken, all such further or other actions (subject to the limitation set forth in Section 10(a) hereof), as such requesting party may reasonably deem necessary or desirable to give full effect to this Agreement, including quit claim deeds by Sellers and execute such further documents as their affiliates with respect to Real Estate, (C) make the required person available to testify in any proceedings and do all other acts which may be necessary or reasonably requested desirable in the reasonable opinion of the other party to protect or effectuate any rights arising from this Agreement or to aid in the prosecution or defense of any rights arising from this Agreement or the operation of the Business or the ownership of the Assets by Sellers prior to the Effective Time, and (D) make the required person available to assist with any governmental review, investigation or other types of inquiry, all without further consideration other than reimbursement by the other Parties requesting party to the requested party of reasonable out-of-pocket expenses. (iv) Nothing in order to effectuate this Section 10(b) shall affect the intent rights and obligations of this Agreement the Company and Buyer under the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary DocumentsTransition Services Agreement.

Cooperation; Further Assurances. (a) The Contributing Parties Without limiting any other provision of this Agreement, each of the parties hereto shall, and shall cause their respective Affiliates to, proceed expeditiously and cooperate with fully in making application for all necessary regulatory approvals, in the Partnership Parties to assist procurement of any other consents and approvals, and in identifying and obtaining all Permits as may be necessary to own the Subject Interest. (b) The Contributing Parties taking of any other action and the Partnership Parties satisfaction of all other requirements prescribed by law or otherwise, necessary for consummation of the transactions contemplated hereby on the terms provided herein. Each of the parties hereto shall, and shall use cause their respective commercially Affiliates to, use all reasonable efforts (i) to obtain take, or cause to be taken, all approvals, consents and Permits required by or actions necessary for to comply promptly with all legal requirements which may be imposed on such party with respect to the transactions contemplated by this Agreement and the Ancillary Documents, hereby and (ii) to ensure promptly obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or any other public or private third party (including the NBA and the NHL) which is required to be obtained or made by such party in connection with the transactions contemplated hereby. Each of the parties hereto shall not, and shall not permit any of their respective Subsidiaries or Affiliates to, take any action that all would, or that could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect or (iii) any of the conditions to any of the Closings set forth in Section 7.01 not being satisfied. (b) Each party shall use all reasonable efforts to cause the Initial Closing to occur on or prior to June 1, 1997 or, if the Initial Closing does not occur by that date, shall continue to use all reasonable efforts to cause the Initial Closing to occur as soon thereafter as practicable (except that Cablevision shall not be obligated to cause RGC and GHC to pay the Shares Purchase Price or the Initial Transferred Interest Purchase Price, respectively, at the Initial Closing and ITT shall not be obligated to cause ITTE or ITT MSG to comply with their respective obligations contained in Sections 6.1 to deliver the Shares and 6.2, respectively, are satisfied as soon as reasonably practicalthe Initial Transferred Interest at the Initial Closing) and each other Closing to occur on the applicable Closing Date. Each of ITT MSG and ITTE hereby agrees to reasonably cooperate with Cablevision, RGC and GHC in connection with the Parties acknowledges that certain taking of any actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents or approvals or other clearances that are material required to permit MSG to redeem any ITT MSG Interest and MSGE to redeem the consummation of the transactions contemplated hereby, and each agrees Shares pursuant to use their respective commercially reasonable efforts to take all appropriate action and to do all things necessary, proper or advisable under applicable Law to make effective the transactions contemplated by this Agreement and the Ancillary Documents; provided, however, that nothing in this Agreement will require any Party to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated hereinAgreement. (c) After Each of the Closingparties hereto shall provide to (i) any lending institution that will finance the payment by Cablevision or MSG of the Initial Transferred Interest Purchase Price in order to arrange such financing, (ii) advisors to ITT required for preparation of fairness opinions or (iii) any Selected Investment Banking Firm providing services pursuant to any provision of this Agreement, and each Party shall take such further actions of their respective accountants, counsel and execute such further documents other designated representatives, reasonable access and duplicating rights during normal business hours and upon reasonable advance notice, subject to appropriate confidentiality provisions, to all information within the possession or control of ITT MSG, Cablevision or MSG, as the case may be necessary or be, reasonably requested by the other Parties in order to effectuate the intent of this Agreement and the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary Documentslending institution, advisors or Selected Investment Banking Firm.

Cooperation; Further Assurances. (a) The Contributing Seller Parties shall cooperate with the Partnership Buyer Parties to assist in identifying and obtaining all Permits as may be licenses, authorizations or permits necessary to own and operate the Subject InterestWamsutter Assets from and after the Closing Date and, where necessary and permissible, transfer existing licenses, authorizations and permits to Wamsutter LLC and, where not permissible, assist Wamsutter LLC in obtaining new licenses, authorizations or permits at no cost, fee or liability to Wamsutter LLC or the Buyer Parties. (b) The Contributing Seller Parties and the Partnership Buyer Parties shall use their respective commercially reasonable efforts (i) to obtain all approvals, approvals and consents and Permits required by or necessary for the transactions contemplated by this Agreement and the Ancillary Documents, including any approvals and consents required by the HSR Act, and (ii) to ensure that all of the conditions to their the respective obligations of such parties contained in Sections 6.1 5.1 and 6.25.2, respectively, are satisfied as soon as reasonably practicaltimely. Each of the Parties parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each agrees to use their respective commercially reasonable efforts to take all appropriate action and to do all things necessary, proper or advisable under applicable Law laws and regulations to make effective the transactions contemplated by this Agreement and the Ancillary Documents; provided, however, that nothing in this Agreement will require any Party party hereto to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated herein. (c) After the Closing, each Party shall take such further actions and execute such further documents as may be necessary or reasonably requested by the other Parties in order to effectuate the intent of this Agreement and the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary Documents.

Cooperation; Further Assurances. (a) The Contributing Parties shall cooperate with Without limiting the covenants set forth in Section 2.07, each of the Partnership Parties to assist in identifying and obtaining all Permits as may be necessary to own the Subject Interest. (b) The Contributing Parties and the Partnership Parties Purchasers shall use their respective commercially reasonable efforts (i) to obtain all approvals, approvals and consents and Permits required by or necessary for to consummate the transactions contemplated by this Agreement and Agreement, the Ancillary other Transaction Documents, and (ii) to ensure that all of the conditions to their respective obligations contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practical. Each of the Parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement Partnership and the Ancillary Documents Purchasers agree to execute and deliver all such as making notifications and obtaining consents documents or approvals or other clearances that are material to the consummation of the transactions contemplated herebyinstruments, and each agrees to use their respective commercially reasonable efforts to take all appropriate commercially reasonable action and to do all other commercially reasonable things it determines to be necessary, proper or advisable under applicable Law Laws and regulations or as otherwise reasonably requested by the other to make effective consummate the transactions contemplated by this Agreement and the Ancillary Documents; provided, however, that nothing in this Agreement will require any Party Agreement. At or prior to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated herein. (c) After the Closing, each Party the Partnership shall take cause the Operating Company to duly adopt an amendment to or an amendment and restatement of (the “OpCo Amendment”) the Second Amended and Restated Limited Liability Company Agreement of the Operating Company, dated May 18, 2022 (the “Second A&R OpCo Agreement”) incorporating terms that result in the Partnership owning a series of preferred equity interests in the Operating Company with generally the same terms and economic entitlements as the Series A Preferred Units and such further actions other customary amendments as are reasonably necessary to reflect the issuance of Series A Preferred Units contemplated under this Agreement in an “Up-C” structure. The terms of the OpCo Amendment shall be substantially consistent with the terms of that certain First Amended and execute Restated Limited Liability Company Agreement of the Operating Company, dated September 23, 2018, relating to the “Series A Preferred Units” described therein and the transactions that resulted in the issuance of the associated “KRP Series A Preferred Units” described therein, with such further documents modifications as may are reasonably necessary to reflect differences between the terms of such “KRP Series A Preferred Units” and the terms of the Series A Preferred Units contemplated to be necessary or issued under this Agreement. The Partnership will provide the Purchasers with a reasonable opportunity to review and comment on drafts of the OpCo Amendment and shall incorporate all comments reasonably requested proposed by the other Parties in order to effectuate Purchasers that are consistent with implementing the intent of this Agreement and the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary Documentsstructure described above.

Cooperation; Further Assurances. (a) The Contributing Parties shall cooperate with the Partnership Parties to assist in identifying and obtaining all Permits as may be necessary to own the Subject Interest. (b) The Contributing Parties and the Partnership Parties shall use their respective commercially reasonable efforts (i) to obtain all approvals, consents and Permits required by or necessary for the transactions contemplated by this Agreement and the Ancillary Documents, and (ii) to ensure that all of the conditions to their respective obligations contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practical. Each of the Parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each agrees to parties hereto shall use their respective commercially reasonable efforts to take take, or cause to be taken, all appropriate action actions, and to do do, or cause to be done, all things necessary, proper or advisable under applicable Law Laws to consummate and make effective the transactions contemplated herein, including, without limitation, (i) cooperating with the other in the preparation and filing of all forms, notifications, reports and information, if any, required or reasonably deemed advisable pursuant to any Law or the rules of the American Stock Exchange, in connection with the transactions contemplated by this Agreement Agreement; (ii) using commercially reasonable efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of any Governmental Authority or other Persons (including, without limitation, parties to Contracts with TARGET or PARENT) as are necessary for the Ancillary Documents; consummation of the transactions contemplated hereby (provided, however, that nothing in this Agreement will herein shall require PARENT or TARGET, as the case may be, to amend, modify or terminate any Party to hold separate material Contract, or make take or refrain from taking any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material action with respect to its assetsbusiness as currently conducted or as proposed to be conducted, liabilities or business in order to obtain any consent such license, permit, consent, approval, authorization, qualification or approval orders); (iii) making on a prompt and timely basis all governmental or other clearance or any Permit regulatory notifications and filings required to be made by it for the consummation of the transactions contemplated hereby; (iv) defending all legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby and to lift or rescind any Ancillary Document. Notwithstanding injunction or restraining order or other order adversely affecting the foregoing, nothing herein shall be construed ability of the parties to require consummate the transactions contemplated hereby; and (iv) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated herein. (c) After the Closing, each Party shall take executing and delivering such additional instruments and other documents and taking such further actions and execute such further documents as may be necessary or reasonably requested by appropriate to effectuate, carry out and comply with all of the other Parties in order to effectuate the intent terms of this Agreement and the Ancillary Documents transactions contemplated hereby. In this connection, each party expressly covenants and agrees to provide such prepare and furnish to the other Parties with as promptly as reasonably practicable following the intended benefits execution and delivery of this Agreement and, in any case, not less than ten (10) business days prior to the date upon which PARENT is filing with the SEC proxy materials for the approval of the transactions contemplated hereby, the business description, and in form reasonably necessary and appropriate to permit PARENT to include the Ancillary Documentssame in its SEC proxy materials and other required SEC filings pertaining to the transactions contemplated hereby in compliance with applicable SEC rules and regulations.

Cooperation; Further Assurances. (ai) The Contributing Parties Buyer and the Company shall cooperate with the Partnership Parties to assist in identifying each other and obtaining all Permits as may be necessary to own the Subject Interest. (b) The Contributing Parties shall cause their respective affiliates and the Partnership Parties shall use officers, employees, agents and representatives of themselves and their respective commercially affiliates to cooperate with each other for a reasonable efforts (i) period of time not to obtain all approvalsextend past March 31, consents and Permits required by or necessary for 2005 to ensure the transactions contemplated by this Agreement orderly transition of the Business and the Ancillary Documents, Assets from Sellers’ to Buyer’s ownership and (ii) to ensure that all of the conditions to their respective obligations contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practical. Each of the Parties acknowledges that certain actions may be necessary with respect minimize any disruption to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents respective businesses of Sellers or approvals or other clearances Buyer that are material to the consummation of might result from the transactions contemplated hereby. Each party shall reimburse the other for reasonable out-of-pocket costs and expenses incurred in assisting the other pursuant to this Section 10(b). Neither party shall be required by this Section 10(b) to take any action that would unreasonably interfere with the conduct of its or its affiliates’ businesses. (ii) Without limiting the provisions of any other Section hereof, after the Closing, upon reasonable written notice, Buyer and the Company agree to furnish or cause to be furnished to each other and each agrees other’s officers, employees, agents and representatives access, during normal business hours, to use their respective commercially reasonable efforts such information relating to take all appropriate action and to do all things necessary, proper or advisable under applicable Law to make effective the transactions contemplated by this Agreement Business and the Ancillary DocumentsAssets and such other assistance as is reasonably necessary for financial reporting, accounting and other reasonably appropriate purposes; provided, however, that nothing in this Agreement will require any Party to hold separate such access or make any divestiture assistance shall not expressly contemplated herein unreasonably disrupt the normal operations of any asset Sellers or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary DocumentBuyer. Notwithstanding Without limiting the generality of the foregoing, nothing herein the Company and its representatives shall be construed have the right to require (i) any Partnership Party to expend any amounts in order to cause any obligation of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, reasonable access to the extent expressly stated hereinBooks and Records maintained by Buyer at reasonable times during normal working hours upon reasonable notice to Buyer for so long after the Closing as Buyer retains such Books and Records consistent with its ordinary course for the purpose of examining the Books and Records and making copies thereof; provided that Buyer shall retain Books and Records relating to Taxes or Returns for at least seven years after the Closing. (ciii) After From time to time after the Closing, each Party as and when requested by a party hereto, the other parties shall take (A) execute and deliver, or cause to be executed and delivered, all such documents and instruments as such requesting party may reasonably deem necessary or desirable to give full effect to this Agreement, (B) take, or cause to be taken, all such further or other actions (subject to the limitation set forth in Section 10(a) hereof), as such requesting party may reasonably deem necessary or desirable to give full effect to this Agreement, including quit claim deeds by Sellers and execute such further documents as their affiliates with respect to Real Estate, (C) make the required person available to testify in any proceedings and do all other acts which may be necessary or reasonably requested desirable in the reasonable opinion of the other party to protect or effectuate any rights arising from this Agreement or to aid in the prosecution or defense of any rights arising from this Agreement or the operation of the Business or the ownership of the Assets by Sellers prior to the Effective Time, and (D) make the required person available to assist with any governmental review, investigation or other types of inquiry, all without further consideration other than reimbursement by the other Parties requesting party to the requested party of reasonable out-of-pocket expenses. (iv) Nothing in order to effectuate this Section 10(b) shall affect the intent rights and obligations of this Agreement the Company and Buyer under the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary DocumentsTransition Services Agreement.

Cooperation; Further Assurances. (a) The Contributing Parties shall cooperate with the Partnership Parties to assist in identifying and obtaining all Permits as may be necessary to own the Subject Interest. (b) The Contributing Parties and the Partnership Parties shall use their respective commercially reasonable efforts (i) to obtain all approvals, approvals and consents and Permits required by or necessary for the transactions contemplated by this Agreement and the Ancillary Documents, and (ii) to ensure that all of the conditions to their its respective obligations contained in Sections 6.1 and 6.2, respectively, are satisfied as soon as reasonably practical. Each of the Parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each agrees to use their respective commercially reasonable efforts to take all appropriate action and to do all things necessary, proper or advisable under applicable Applicable Law to make effective the transactions contemplated by this Agreement and the Ancillary Documents; provided, however, that nothing in this Agreement will require any Party to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing herein shall be construed to require (i) any Partnership Party to expend any amounts in order to cause any obligation Table of any Contributing Party in this Agreement or any Ancillary Document to be fulfilled or (ii) any Contributing Party to expend any amounts in order to cause any obligation of any Partnership Party in this Agreement or any Ancillary Document to be fulfilled except, in each case, to the extent expressly stated herein.Contents (c) After Without limiting Section 5.4(b), prior to the Closingmaturity date of the Promissory Note (if applicable), each Party the Partnership shall take such further actions and execute such further documents as may be necessary or reasonably requested by use all commercially reasonable efforts to consummate the other Parties in order Partnership Equity Financing Transaction on terms that are commercially reasonable to effectuate the intent of this Agreement and the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary DocumentsPartnership.

Cooperation; Further Assurances. (a) The Contributing Parties shall cooperate with the Partnership Parties to assist in identifying and obtaining all Permits as may be necessary to own the Subject Interest. (b) The Contributing Parties Seller and the Partnership Parties Buyer shall use their respective commercially reasonable efforts (i) to obtain obtain, as promptly as practicable, all approvals, clearances and consents and Permits required by or necessary for the transactions contemplated by this Agreement Agreement, including any approvals, clearances and consents identified in Disclosure Schedule 2.3, and those required by the Ancillary DocumentsXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and (ii) to ensure that all of the conditions to their the respective obligations of such parties contained in Sections 6.1 5.1 and 6.25.2, respectively, are satisfied as soon as reasonably practicaltimely. Each of the Parties parties acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Agreement and the Ancillary Documents such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each agrees to use their respective commercially reasonable efforts to take all appropriate action and to do all things necessary, proper or advisable under applicable Law Laws and regulations to make effective the transactions contemplated by this Agreement and the Ancillary DocumentsAgreement; provided, however, that nothing in this Agreement will require any Party party hereto, or any of its Affiliates, to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its, or any of its operations Affiliates’, operations, or other burdensome condition which would in any such case be material to its, or any of its Affiliates’, assets, liabilities or business in order to obtain any consent or approval or other clearance or any Permit required by this Agreement. (b) Each of the parties shall cooperate with the other in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement or any Ancillary Documentand the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority. Notwithstanding the foregoing, nothing herein shall be construed to require Each party (i) any Partnership Party to expend any amounts in order to cause any obligation will promptly notify the other party of any Contributing Party in written communication to the notified party from any Governmental Authority pertaining to this Agreement or transactions contemplated hereby and, subject to applicable Laws, if practicable, permit the other party to review in advance any Ancillary Document proposed written communication to be fulfilled or any such Governmental Authority and incorporate the other party’s reasonable comments in its sole discretion, and (ii) agrees not to participate in any Contributing Party to expend substantive meeting or discussion with any amounts such Governmental Authority in order to cause any obligation respect of any Partnership Party in filing, investigation, or inquiry concerning this Agreement or any Ancillary Document to be fulfilled except, the transactions contemplated hereunder unless it consults with the other party in each caseadvance and, to the extent expressly stated hereinpermitted by such Governmental Authority, gives the other party the opportunity to attend. (c) To the extent not obtained or satisfied as of the Closing, the Seller agrees to continue to use all commercially reasonable efforts and to cooperate with the Buyer’s efforts to obtain for the Buyer any required consents to the transfer of the Transferred Assets to the Company, and access to files, records and data relating to the Company, the Transferred Assets or the Transferred Business in the possession of third parties. The Seller agrees to reimburse the Buyer for 50% of all reasonable out of pocket costs or expenses incurred by the Buyer or the Company in connection with securing any required consents. If the events specified in clauses (i) and (ii) of Section 1.7(e) have not occurred prior to or as of the Closing, the parties agree to use, and to cause their respective Affiliates, including the Company, to use, all commercially reasonable efforts, and to cooperate, and to cause their respective Affiliates, including the Company, to cooperate, with one another to cause such events to occur as soon as reasonably practicable. Commercially reasonable efforts shall include (without limitation), for purposes of the third sentence of this Section 4.5(c), (i) filing in support of or assisting in filing any document or pleading submitted for the purpose of obtaining FERC approval of the transportation amendment agreements referred to in Section 5.1(f)(i), including the filing of applications, motions, responses and requests for rehearing or court appeals of any adverse FERC order or orders, and (ii) engaging and paying the costs and expenses of outside legal counsel to carry out these efforts. (d) After the Closing, the Seller and the Buyer each Party shall agrees to take such further actions and execute to execute, acknowledge and deliver all such further documents as may be necessary or are reasonably requested by the other Parties in order to effectuate party for carrying out the intent purposes of this Agreement and the Ancillary Documents and Agreement, or of any document delivered pursuant to provide such other Parties with the intended benefits of this Agreement and (including, for purposes of clarification, the Ancillary DocumentsConveyance).