Common use of Efforts and Actions to Cause Closing to Occur Clause in Contracts

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA and ECDV and each of the Certain Affiliated Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide the other parties with copies of any communication received by such party from any Governmental Entity regarding any of the Transactions.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA and ECDV and each of the Certain Affiliated Parties Purchaser and Seller shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable lawsApplicable Laws) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity, and (ii) the preparation of any documents requested by Purchaser in order to facilitate financing of any of the Transactions. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide the other parties with copies of any written communication received by such party from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of any of the Transactions, Seller shall use commercially reasonable efforts to effect such transfers, amendments or modifications. (c) Seller shall use commercially reasonable efforts to obtain, prior to the Closing, (i) if required, the unconditional consent to the Closing and the other Transactions of each lender to whom Seller or any Business Subsidiary, excluding any Seller's Foreign Subsidiary, owes in excess of $20,000 as of the Closing Date, (ii) the unconditional release of each Person holding a mortgage or lien that is not an Assumed Liability on real property or material personal property owned or leased by Seller for the use or benefit of the Business or any Business Subsidiary, excluding any Seller's Foreign Subsidiary; (iii) the unconditional consent to the Closing and the other Transactions of each lessor under each Lease relating to Real Property and each other material lease; (iv) with the commercially reasonable assistance of Purchaser, the transfer to Parent, Purchaser or Purchaser's Subsidiary of all Permits required by the Business and the Business Subsidiaries in the ordinary course of business or where such transfer is not possible, Seller will use commercially reasonable efforts to assist Parent, Purchaser or Purchaser's Subsidiary in obtaining new Permits for the Business and the Business Subsidiaries and (v) the unconditional consent to the Closing and the other Transactions of each other party to each Material Contract with Seller for the use or benefit of the Business or with any Business Subsidiary, but only if and to the extent the failure to obtain such consent would have an adverse effect on the Business or any Business Subsidiary or the ability of Seller, Purchaser or Purchaser's Subsidiary to consummate the Transactions. All such releases and consents shall be in writing and executed counterparts thereof shall be delivered to Purchaser or Purchaser's Subsidiary at or prior to the Closing. (d) In addition to and without limiting the agreements of the parties contained above, Seller, Purchaser and Purchaser's Subsidiary shall: (i) take promptly all actions necessary to make the filings required of them or any of their Affiliates under the HSR Act; (ii) comply at the earliest practicable date with any request for additional information or documentary material received by Seller, Purchaser's Subsidiary or Purchaser or any of their Affiliates from the FTC or the DOJ pursuant to the HSR Act or from any State Attorney General or other Governmental Entity in connection with antitrust matters; (iii) cooperate with each other in connection with any filing under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Transactions commenced by the FTC, DOJ, any State Attorney General or any other Governmental Entity; (iv) use all reasonable commercial efforts to resolve such objections, if any, as may be asserted with respect to the Transactions under any antitrust law; and (v) advise the other parties promptly of any material communication received by such party from the FTC, DOJ, any State Attorney General or any other Governmental Entity regarding any of the Transactions, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the FTC, DOJ, any State Attorney General or any other Governmental Entity in connection with the Transactions. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, Seller and Purchaser shall each request early termination of the HSR Act waiting period. (e) Notwithstanding the foregoing or any other covenant herein contained, in connection with the receipt of any necessary approvals under the HSR Act, neither Seller nor any Business Subsidiary shall be entitled without Purchaser's prior written consent or required to divest or hold separate or otherwise take or commit to take any action that limits Purchaser's freedom of action with respect of, or its ability to retain, the Business or the Assets any material portions thereof or any of the businesses, product lines, properties or assets of the Business. (f) Notwithstanding the foregoing or any other covenant herein contained, nothing in this Agreement shall be deemed to require Seller, Purchaser or Purchaser's Subsidiary (i) to divest or hold separate any assets (including the Assets) or agree to limit its future activities, method or place of doing business, (ii) to commence any litigation against any entity in order to facilitate the consummation of any of the Transactions, (iii) to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on the business, assets, condition (financial or otherwise), results of operations or prospects of either Seller, Parent, Purchaser or Purchaser's Subsidiary on the one hand, or the Business, on the other hand or (iv) to defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of, or impose limitations on, any of the Transactions.

Efforts and Actions to Cause Closing to Occur. (a) Prior Except as set forth elsewhere herein, Sellers and Buyer agree to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA and ECDV and each of the Certain Affiliated Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to dodone, all things necessary, proper or advisable (subject to any applicable laws) to consummate and make effective, in the Closing most expeditious manner possible, the Transaction, the Share Sale, and the other Transactions as promptly as practicable includingtransactions contemplated by this Agreement, but not limited including using their reasonable best efforts to accomplish the following: (i) the satisfaction of the conditions to the preparation Transaction and filing the Share Sale set forth in Section 6; (ii) the obtaining of all formsnecessary actions or non-actions, registrations waivers, consents, approvals, Orders and notices required to be filed to consummate the Closing authorizations from Governmental Authorities and the other Transactions making of all necessary registrations, declarations, submissions and filings (including registrations, declarations, and filings with Governmental Authorities, if any) and the taking of such actions all reasonable steps as are may be necessary to obtain avoid any requisite approvalssuit, authorizationsclaim, consentsaction, orders, licenses, permits, qualifications, exemptions investigation or waivers proceeding by any Governmental Authority; (iii) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; (iv) the execution or delivery of any additional agreements, instruments or documents reasonably necessary or appropriate to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; and (v) the minimization by the Sellers of certain third party Liabilities to Seller licensees and service providers arising as a result of the Transaction (provided that Buyer’s efforts in this regard shall be at Seller’s 17 expense) and (vi) to duly provide notice to Spherix in connection with the Spherix Option. Sellers shall give Buyer prompt notice in the event that Spherix notifies Sellers it will or intends to exercise the Spherix Option with respect to the Restricted Spherix Shares. Without limiting the generality of anything contained in this Section 5.1, Sellers, on the one hand, and Buyer, on the other hand, shall: (A) give the other Party prompt notice of the making or commencement of any request, inquiry, investigation, Action or Proceeding by or before any Governmental Entity. In additionAuthority with respect to the Transaction, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining ofShare Sale, or result in not obtainingany other transaction contemplated hereby; (B) keep the other Party reasonably informed as to the status of any such request, inquiry, investigation, Action or Proceeding; and (C) promptly inform the other Party of any permission, approval communication to or consent from any Governmental Entity Authority regarding the Transaction, the Share Sale, or any other transaction contemplated hereby. Except as may be prohibited by any Governmental Authority or by any applicable Law, in connection with any request, inquiry, investigation, Action or Proceeding commenced by a Governmental Authority or other Person required relating to this Agreement or the Transactions, the Share Sale, or the other transactions contemplated hereby, Sellers and Buyer will permit authorized representatives of the other Party to be obtained prior present at each meeting, conference or telephone call relating to Closingsuch request, inquiry, investigation, Action or Proceeding and be reasonably consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority or other Person in connection with such request, inquiry, investigation, Action or Proceeding. (b) Prior to Notwithstanding the Closingforegoing or any other covenant contained herein, each party Sellers shall promptly consult with the other parties hereto with respect tonot, provide except as directed by Buyer, make any necessary information with respect to, and provide the other parties (settlement offers or their respective counsel) with copies of, all filings made by such party negotiate any consent decree or consent Order with any Governmental Entity Authority relating to the Transaction, the Share Sale, or the other transactions contemplated hereby. Buyer alone shall be responsible for making any settlement offers and negotiating any consent decree or consent Order with any Governmental Authority relating to the Transactions, the Share Sale, or the other transactions contemplated hereby. Buyer may accept or reject any settlement, consent decree or consent Order proposed by any Governmental Authority in its sole discretion, but, without the written consent of Sellers, no such settlement, consent decree, or consent Order shall (i) reduce Buyer’s obligations under this Agreement or (ii) impose any obligation on any Sellers. (c) Notwithstanding the foregoing or any other information supplied by such party to a Governmental Entity covenant contained herein, nothing in connection with this Agreement shall be deemed to require Buyer or its Affiliates (i) to divest or hold separate any Assets or agree to limit their future activities, method or place of doing business, except that Buyer shall agree (and the Transactions. Each party hereto shall promptly provide the other parties with copies of cause its Affiliates to agree) to any communication received by such party from condition requiring either or both (A) that it honor any Governmental Entity regarding commitments to standards development organizations applicable to any of the TransactionsAssigned Patents or (B) make licenses for the Assigned Patents available to an unrestricted number of applicants on reasonable and non-discriminatory terms and conditions for any patent that is technically essential to implementation of a standard, or (ii) to commence any Action or Proceeding against any entity in order to facilitate the consummation of the Transaction, the Share Sale, or the other transactions contemplated hereby.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA and ECDV and each of the Certain Affiliated Parties Seller shall use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable lawsApplicable Laws) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, releases, orders, licenses, permitsPermits, qualifications, exemptions or waivers by any third party Third Party or Governmental Entity, and (ii) the preparation of any documents reasonably requested by Purchaser in order to facilitate financing of any of the Transactions. In addition, no neither party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. Seller shall bear all costs, fees and expenses relating to the obtaining of any approvals, authorizations, consents, releases, orders, licenses, Permits, qualifications, exemptions or waivers referred to in this Section 6.3(a). (b) Prior to the Closing, each party shall promptly consult with the other parties party hereto with respect to, provide any necessary information with respect to, and provide the other parties party (or their respective its counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide the other parties party with copies of any written communication received by such party from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of Permits are required as a result of the execution of this Agreement or consummation of any of the Transactions, Seller shall use its reasonable best efforts to effect such transfers, amendments or modifications. (c) Notwithstanding the foregoing or any other covenant herein contained, nothing in this Agreement shall be deemed to require Purchaser (i) to commence any litigation against any Person in order to facilitate the consummation of any of the Transactions, (ii) to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect, or (iii) to defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of, or impose limitations on, any of the Transactions.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA and ECDV and each of the Certain Affiliated Parties parties hereto shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to to, the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to identify and obtain or transfer, as the case requires, any requisite approvals, authorizations, consentsConsents, orders, licenses, permitsPermits, qualifications, exemptions or waivers by any third party or Governmental EntityEntity necessary to operate the Business from and after the Closing Date. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent Consent from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide the other parties with copies of any communication received by such party from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of Permits (including environmental Permits) are required as a result of the execution of this Agreement, the other documents contemplated hereby or consummation of any of the Transactions, the Seller and the Parent shall use their best efforts to effect such transfers, amendments or modifications. (c) The Seller, EnStructure and the Parent shall use their respective commercially reasonable efforts to obtain, prior to the Closing all Consents to assign the Assigned Contracts to the Purchaser and to transfer any Permits necessary for the operation of the Business to the Purchaser. All such Consents shall be in writing and executed counterparts thereof shall be delivered to the Purchaser at or prior to the Closing.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Sellers and ECDV and each of the Certain Affiliated Parties Purchaser shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable lawsApplicable Laws) to consummate the Closing and the other Transactions and perform all Ancillary Agreements as promptly as practicable including, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Prior In addition to and without limiting the agreements of the Parties contained above, Purchaser and each Seller shall: (i) cooperate with each other in connection with resolving any investigation or other inquiry concerning the Transactions commenced by any other Governmental Entity; (ii) use all commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the Closing, each party shall promptly consult with Transactions under any antitrust law; and (iii) advise the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide the other parties with copies of any material communication received by such party from any Governmental Entity regarding any of the Transactions.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement (and save when expressly provided otherwise in this Agreement), MRGA Purchaser, the Shareholders and ECDV and each of the Certain Affiliated Parties JVCo shall use all their respective reasonable best efforts endeavours to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable necessary (subject to any applicable laws) to consummate the Closing Transaction and the other Transactions Restructuring as promptly as practicable including, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions Transaction and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity, and (ii) the preparation of any disclosure documents reasonably requested by Purchaser (and at the Purchaser’s cost) in order to facilitate financing of the Transaction. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactionstransactions contemplated hereto. Each party hereto shall promptly report to and provide the other parties with copies of any communication received by such party from any Governmental Entity regarding the transactions contemplated by this Agreement. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement, then such party shall endeavour in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits of any JVCo or any JVCo Subsidiary (including environmental permits) are required as a result of the execution of this Agreement or consummation of the transactions contemplated by this Agreement, JVCo shall use its commercially reasonable endeavours to effect (or cause to be effected) such transfers, amendments or modifications. (c) JVCo, each Guarantor and each Shareholder shall use their respective best endeavours to obtain the Third Party Consents prior to the Closing. All such consents shall be in writing and executed counterparts thereof shall be delivered to Purchaser at or prior to the Closing. (d) In addition to and without limiting the agreements of the parties contained above, JVCo, Purchaser and the Shareholders shall: (i) take promptly all actions necessary to make the filings required of them or any of their Affiliates under the Russian Antimonopoly laws and other filings required of any other Governmental Entity pursuant to Section 8.1(c) in connection with antitrust matters; (ii) comply at the earliest practicable date with any request for additional information or documentary material received by JVCo, Purchaser, the Shareholders or any of their Affiliates from the Russian Antimonopoly Office or other Governmental Entity in connection with antitrust matters; (iii) except where prohibited by applicable legal requirements, consult with the other parties prior to taking a position with respect to any filing pursuant hereto, permit the other parties to review and discuss in advance, and consider in good faith the views of the other parties in connection with any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the Transactionsforegoing to any Governmental Entity in connection with any investigations or proceedings related to this Agreement or the Transaction, coordinate with the other parties in preparing and exchanging such information and promptly provide the other parties (and their respective counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such party with any Governmental Entity related to this Agreement or the Transaction, provided that with respect to all such filings, presentations or submissions, no party need supply another (or its counsel) with copies (or in case of oral presentations, a summary) to the extent that any law, treaty, rule or regulation of any Governmental Entity applicable to such party may require such party or its Subsidiaries to restrict or prohibit access to any such properties or information; and (iv) use all best endeavours to resolve such objections, if any, as may be asserted with respect to the Transaction under any antitrust law; (e) Notwithstanding the foregoing or any other covenant herein contained, in connection with the receipt of any necessary approvals from the Russian Anti-Monopoly Office, neither JVCo nor any JVCo Subsidiary shall be entitled or required to divest or hold separate or otherwise take or commit to take any action that limits the Shareholders’ and/or Purchaser’s freedom of action with respect of, or its ability to retain, JVCo or any JVCo Subsidiary or any material portions thereof or any of the businesses, product lines, properties or assets of JVCo or any JVCo Subsidiary, without the prior written consent of the Shareholders and Purchaser. (f) Notwithstanding the foregoing or any other covenant herein contained, nothing in this Agreement shall be deemed to require Purchaser, any Shareholder, JVCo or any JVCo Subsidiary, Purchaser Parent or any Guarantor, save as provided or expressly permitted in this Agreement and without prejudice to the terms of the Deed of Undertaking and the Shareholders Agreement, (i) to divest or hold separate any assets or agree to limit its future activities, method or place of doing business, (ii) to commence any litigation against any entity in order to facilitate the consummation of the Transaction or (iii) to defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of, or impose limitations on, the Transaction. (g) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, the Shareholders and JVCo shall use their respective best endeavours to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) in order to: (i) complete, or procure the completion of a full financial Closing of the JVCo Group on the Financial Closing Date; (ii) complete, or procure the completion of the actions and events expressly set out in Schedule E of this Agreement as soon as is reasonably practicable; and (iii) convene a general meeting of the shareholders of RusCo and each Material JVCo Subsidiary to occur on or prior to the day of Closing providing for the appointment of directors of RusCo and each Material JVCo Subsidiary of the persons referred to in Section 2.3 of this Agreement, the approval of the Primary Separation Agreements, the Ancillary Agreements and the related party agreements referred to in Section 8.2(l) hereto. (h) The Shareholders shall procure and each of the Guarantors shall use its commercially reasonable efforts to procure that each of the items set out in Part A of Schedule C hereof shall have been completed prior to the Closing. (i) Prior to the Closing, the Shareholders, Purchaser, JVCo and each Guarantor shall use their respective reasonable endeavours to agree amended forms (the “LLC Documents”) of the Shareholders Agreement, articles of association of JVCo, JVCo Board Regulations, Escrow Agreement and JVCo Security Agreement (together the “Agreed Documents”), to be executed by the respective parties thereto and to be adopted by JVCo upon its conversion into a limited liability company (GmbH) (“LLC”) in accordance with the terms of the Shareholders Agreement and articles 53 ss. of the Swiss Merger Act of October 3, 2003 (as amended), so as to take into account the corporate structure of the LLC, while including anything, which may be necessary or reasonable to give effect to the provisions of Agreed Documents, their effect and their purpose as closely as possible in the context of an LLC and reflecting the general principles below: (i) where the LLC-Act provides for restrictions that may conflict with the rights and obligations set forth in the Agreed Documents and which restrictions may be removed in the articles of association of the LLC, the articles of association shall provide for the removal of such restrictions. In particular, without limitation, the articles of association shall remove (i) the requirement of quotaholder approval for transfers of quotas in accordance with article 786 para. 2 no. 1 LLC-Act, (ii) the casting vote of the chairman of the meeting of quotaholders (“Gesellschafterversammlung”) and (iii) the casting vote of the chairman of the meeting of the managing directors (“Geschäftsführung”); (ii) the amended articles of association of JVCo shall contain provisions reflecting the terms of the Agreed Documents, including such obligations which are included in the Shareholders Agreement and in other Agreed Documents but which (for lack of legal feasibility within the framework of the law of stock corporations or for other reasons) are not included in the articles of association of JVCo as a stock corporation. For the avoidance of doubt this shall include, by way of example, Reserved Matters (as such term is defined in the Shareholders Agreement) reserved to the JVCo Board or the shareholders in JVCo, share transfer provisions and rights of first refusal set out in the Shareholders Agreement; (iii) the nominal value of each quota shall be CHF100 (or, if higher, the minimum par value provided for by mandatory Swiss corporate law) and the total nominal value of the company capital and the total number of quotas each be even numbers divisible by two without any remainder. (j) The Shareholders undertake to use their best endeavours to procure that (i) prior to Closing, JVCo (or RusCo or another Material JVCo Subsidiary) shall obtain the right to acquire shares of KPK currently held by Region-Trade Ltd and (ii) at the Closing, JVCo (or RusCo or another Material JVCo Subsidiary) shall exercise the above mentioned right and acquire all such KPK shares, free and clear of all Encumbrances, on terms and conditions reasonably acceptable to Purchaser and the Shareholders. (k) Prior to the Closing, the Shareholders, Purchaser, JVCo and each Guarantor shall use their respective reasonable endeavours to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary (subject to any applicable laws) to have a mutually acceptable group of employees of the Existing Trading Companies or other Excluded Companies who are involved in the trading activities of any member of the JVCo Group transferred to the New Trading Company on terms and conditions acceptable to the parties; with the further understanding that some of these employees may be co-employed by the Existing Trading Companies as to be reasonably agreed by Purchaser after such transfer until December 1, 2007. (l) The Shareholders, Purchaser, and JVCo shall, the Shareholders and JVCo shall procure that the relevant JVCo Subsidiaries and Shareholders’ Affiliates (as relevant) shall, and Purchaser shall procure that the Purchaser’s Affiliates shall negotiate in good faith and use their respective reasonable endeavours to, prior to the Closing, finalise and agree: (i) the Primary Separation Agreements in accordance with the principles set forth in Exhibit H hereto or, with respect to the Licence/Royalty Agreement and the Technical Services Agreement, in accordance with the Purchaser’s drafts of such agreements dated June 2007 in the Agreed Form, (ii) the Escrow Agreement and the Material Subsidiary Escrow Agreements, (iii) the Organisational Chart as defined in the Shareholders Agreements, (iv) the JVCo Security Agreement and (v) the Exit Agreements Among Shareholders. (m) JVCo undertakes to use its best endeavours to obtain, as soon as reasonably practicable and in any event no later than 1 January 2008, all the required Licenses to use each Computer Software listed in Section 4.35(e) of the Disclosure Schedule.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA and ECDV Purchaser and each of the Certain Affiliated Parties Seller shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions transactions contemplated hereby as promptly as practicable including, but not limited to to, the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions transactions contemplated hereby and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental EntityAuthority. In addition, no party hereto shall take any action after the date hereof of this Agreement that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity Authority or other Person required to be obtained prior to Closing. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity Authority or any other information supplied by such party to a Governmental Entity Authority in connection with this Agreement and the Transactionstransactions contemplated hereby. Each party hereto shall promptly provide inform the other parties with copies others of any communication received by such party from any Governmental Entity Authority regarding any of the Transactionstransactions contemplated hereby. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to any of the transactions contemplated hereby, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of any of the transactions contemplated hereby, Sellers shall use their commercially reasonable efforts to effect such transfers, amendments or modifications. (c) In addition to and without limiting the agreements of the parties contained above, as soon as reasonably practicable (and, in any event, within three (3) Business Days) following conclusion of the Auction if Purchaser is the Successful Bidder (or earlier if Purchaser and Sellers agree), the Company and Purchaser shall (i) take promptly all actions necessary to make the filings, if any, required of them or any of their Affiliates under the HSR Act or any other applicable Competition Law, (ii) comply at the earliest practicable date with any request for additional information or documentary material received by the Company, Purchaser or any of their Affiliates from the Federal Trade Commission (the “FTC”) or the Department of Justice (the “DOJ”) pursuant to the HSR Act or from any State Attorney General or other Governmental Authority in connection with antitrust matters, (iii) cooperate with each other in connection with any filing under the HSR Act or any other applicable Competition Law and in connection with resolving any investigation or other inquiry concerning the transactions contemplated hereby commenced by the FTC, DOJ, any State Attorney General or any other Governmental Authority, (iv) use all reasonable commercial efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under any antitrust law and (v) advise the other parties promptly of any material communication received by such party from the FTC, DOJ, any State Attorney General or any other Governmental Authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the FTC, DOJ, any State Attorney General or any other Governmental Authority in connection with the transactions contemplated hereby. (d) Notwithstanding the foregoing or any other covenant herein contained, in connection with the receipt of any necessary approvals under the HSR Act or any other applicable Competition Law, the Sellers shall not divest or hold separate or otherwise take or commit to take any action that limits Purchaser’s freedom of action with respect to, or its ability to retain, the Interests and the Acquired Assets, without Purchaser’s prior written consent. (e) Notwithstanding the foregoing or any other covenant herein contained, nothing in this Agreement shall be deemed to require Purchaser (i) to divest or hold separate any of the Interests or the Acquired Assets or agree to limit its future activities, method or place of doing business, (ii) to commence any litigation against any entity in order to facilitate the consummation of any of the transactions contemplated hereby or (iii) to defend against any litigation brought by any Governmental Authority seeking to prevent the consummation of, or impose limitations on, any of the transactions contemplated hereby.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Buyer and ECDV and each of the Certain Affiliated Parties Seller shall use their respective reasonable best efforts to take, or cause to be taken, take all reasonable actions, and to do, do or cause to be done and to cooperate with each other in order to do, do all things necessary, proper or advisable (subject to any applicable lawsLaws) to consummate the Closing and of the other Transactions as promptly as practicable includingpracticable, but not limited to including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvalsConsents, authorizations, consents, ordersOrders, licenses, permits, qualifications, qualifications or exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Prior to the Closing, each party Party shall promptly consult with the other parties hereto Party with respect to, to and provide any necessary information with respect to, and provide to all filings to have been made by the other parties (or their respective counsel) with copies of, all filings made by such party Party with any Governmental Entity or any other information supplied by such party Party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto Party shall promptly provide inform each of the other parties with copies Parties of any communication received by such party Party from any Governmental Entity regarding any of the Transactions. If any Party or Affiliate thereof receives a request for information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such Party shall endeavor in good faith to make, as soon as is reasonably practicable and after consultation of such Parties’ counsel with the other Parties’ counsel, an appropriate response in compliance with such request. (c) In addition to and without limiting the agreements of the Parties contained above, Buyer and Seller shall have (i) taken promptly all actions necessary to make the filings required of them or any of their respective Affiliates under any Antitrust Law, (ii) complied at the earliest practicable date with any reasonable request for additional information or documentary material received by Buyer, Seller or any of their respective Affiliates from any Antitrust Administrator pursuant to any Antitrust Law or from any other Governmental Entity in connection with antitrust or competition matters, (iii) cooperated with each other in connection with any filing under any Antitrust Law and in connection with resolving any investigation or other inquiry concerning the Transactions commenced by any Antitrust Administrator or any other Governmental Entity, (iv) used their reasonable best efforts to resolve such objections, if any, as may have been asserted with respect to the Transactions under any Antitrust Law and (v) advised the other Parties’ counsel promptly of any material communication received by such Party from any Antitrust Administrator or any other Governmental Entity regarding any of the Transactions. With regard to Buyer, “reasonable best efforts” for purposes of Section 6.1(c)(iv) shall not have included (x) proffering Buyer’s willingness to have accepted an Order providing for the divestiture by Buyer of such Properties, assets, operations, or businesses of Buyer or the Business (as are necessary to permit Buyer to consummate the Transactions, including an offer to have held separate such Properties, assets, operations or businesses pending any such divestiture), or (y) Buyer’s willingness to have accepted such other conditions, restrictions, limitations, or agreements affecting Buyer’s full rights or ownership of the assets of the Acquired Companies as may have been necessary to resolve such objections, if any, as may have been asserted by any Antitrust Administrator or any other Governmental Entity with respect to the Transactions under any Antitrust Law. Buyer and Seller shall have consulted regularly with each other in advance and from time to time regarding the conduct and status of any filings with Governmental Entities.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon Upon the terms and subject to the conditions of set forth in this Agreement, MRGA the Seller and ECDV and Buyer each of the Certain Affiliated Parties shall use their respective its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done done, and to assist and cooperate with each the other party in order to do, doing all things necessary, proper or advisable (subject to any applicable laws) to consummate and make effective, in the Closing most expeditions manner practicable, the Transactions, including using its commercially reasonable efforts to accomplish the following: (i) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the other Transactions as promptly as practicable including, but not limited to the preparation and filing making of all formsnecessary registrations, registrations declarations and notices required to be filed to consummate the Closing filings (including registrations, declarations and the other Transactions filings with Governmental Entities) and the taking of such actions all reasonable steps as are may be necessary to obtain avoid any requisite approvalssuit, authorizationsclaim, consentsaction, orders, licenses, permits, qualifications, exemptions investigation or waivers proceeding by any third party or Governmental Entity. In addition; (ii) the resolution of such objections, no party hereto shall take if any, as may be asserted with respect to the Transactions under the HSR Act, applicable foreign antitrust Laws or any action after other antitrust, competition or fair trade Laws; (iii) the date hereof that could reasonably be expected defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to materially delay the obtaining of, have any stay or result in not obtaining, temporary restraining order entered by any permission, approval court or consent from any other Governmental Entity vacated or other Person required reversed; (iv) the execution or delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement; and (vii) obtain releases of any Encumbrances that may be reflected herein or in the Schedules hereto, if any, to be obtained released prior to Closing. (b) Prior to the Closing; provided, each party shall promptly consult with however, that notwithstanding the foregoing or anything to the contrary set forth in this Agreement or in any agreement, certificate, instrument or other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity document delivered in connection with the Transactions, nothing in this Agreement and or in any agreement, certificate, instrument or other document delivered in connection with the Transactions. Each party hereto Transactions shall promptly provide the other parties with copies be deemed to require Seller or Buyer, or any Subsidiary or affiliate thereof, to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any communication received by such party from business, assets or property, or the imposition of any Governmental Entity regarding limitation on the ability of any of the Transactionsthem to conduct their businesses or to own or exercise control of such assets, properties and stock.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Parent, Merger Sub and ECDV and each of the Certain Affiliated Parties Company shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done done, and assist and cooperate with other parties and with each other in order to do, do all things necessary, proper or advisable (subject to applicable Law) to consummate and make effective the Closing and the transactions contemplated hereby, including the Merger, as promptly as practicable, including, without limitation, the preparation and filing of all documentation to effect all filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including the delivery of any applicable lawsnotices to be provided by the Company to the Company Stockholders pursuant to the DGCL) necessary to consummate the Closing and the other Transactions as promptly as practicable includingtransactions contemplated hereby, but not limited to including the preparation and filing of all formsMerger, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental EntityPermits. In additionfurtherance and not in limitation of the foregoing, no party hereto Parent and the Company shall take any action as promptly as practicable after the date hereof that could reasonably be expected (to materially delay the obtaining ofextent not made prior to the date hereof) and, with respect to clause (i) hereof, in any event within ten days after the date hereof (i) make or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required cause to be obtained prior made the filings required of such party in order to Closing. (b) Prior obtain all Permits required in connection with the Merger and other transactions contemplated hereby, including written notices to the Closing, each party shall promptly consult with OTS and the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties FDIC (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by applicable banking regulator) and under the HSR Act (and any other applicable Antitrust Laws), and (ii) comply with any request of any such party to a Governmental Entity in connection with this Agreement (including the OTS, FDIC and any other applicable banking regulator) and under the Transactions. Each party hereto shall promptly provide the HSR Act for additional information, documents or other parties with copies of any communication materials received by such party from any Governmental Entity regarding in respect of such filings or such transactions. Notwithstanding anything in this Agreement to the contrary, none of the Company, any Company Stockholder or the Designated Monitor shall be obligated to file any rebuttal or submit any filing as an applicant or notificant with any bank regulatory authority including under the Savings and Loan Holding Company Act, the Change in Bank Control Act or Part 574 of 12 C.F.R. (b) Parent shall take the lead in and control all discussions, negotiations and other communications with all Governmental Entities in connection with any such Permits described in paragraph (a) above. To the extent not expressly prohibited by applicable Law, each of the Company and Parent shall cooperate, and cause its respective Representatives to cooperate, with each other and any Governmental Entity in taking all actions, and furnishing all information, reasonably necessary to obtain the approval of such Governmental Entity, and shall comply promptly with all legal requirements that may be imposed on it with respect to the Closing. In connection with the actions and procedures referenced in this Section 9.1, each of the Company and Parent shall, and shall cause its respective Representatives to, (i) promptly and fully inform the other of any written or material oral communication received from or given to any Governmental Entity, (ii) permit the other to review any filings or other documentation to be submitted by the Company or Parent, as the case may be, to any Governmental Entity, (iii) consult with the other in advance of any meeting, material conference or material discussion with any Governmental Entity, and (iv) if permitted to do so by the relevant Governmental Entity, give the other the opportunity to attend and participate in such meetings, conferences and discussions. To the extent that transfers, amendments or modifications of Permits are required as a result of the execution of this Agreement or consummation of the transactions contemplated hereby, including the Merger, the Company and Parent shall use their commercially reasonable efforts to effect such transfers, amendments or modifications. (c) The Company shall use its commercially reasonable efforts to obtain, prior to the Closing, the unconditional consent, in form and substance reasonably satisfactory to Parent, to the Closing and the transactions contemplated hereby, including the Merger, of (i) each Person holding a material mortgage or lien on material personal property owned or leased by the Company, (ii) each lessor of material real or material personal property leased by the Company, (iii) the issuer of each material insurance policy referred to in the Company Disclosure Schedule and (iv) each party to each Company Material Contract, in each case to the extent required under or in connection with such mortgage, lien, lease, policy or Company Material Contract; provided that the Company shall not be obligated to make any material payment or concession in connection with the foregoing unless such action is conditioned on the consummation of the transactions contemplated hereby, including the Merger; provided further that the Company has no obligation to obtain any waiver or consent under the TVF Loan Agreement, the TAF Credit Agreement or the Funding I Indenture. All such consents shall be in writing and executed counterparts thereof shall be delivered to Parent at or prior to the Closing. The Company shall bear all costs associated with obtaining any of the Transactionsconsents described in this Section 9.1(c). Notwithstanding the foregoing, the failure to obtain any such consents notwithstanding such commercially reasonable efforts pursuant to this Section 9.1(c) shall not result in a failure of the condition set forth in Section 10.2(b) or result in any claim under Section 12.2(b). (d) In the event the Company is unable to obtain from PayNet, Inc. any consents that would be necessary in connection with the consummation of the Merger under the May 1, 2004 agreement between PayNet, Inc. and the Company (assumed from US Express Leasing, Inc. on November 18, 2008) (as it may be amended or modified from time to time, the “PayNet Agreement”), the Company shall take all such actions necessary to ensure that the Surviving Corporation shall have, from and after the Effective Time, functionality and services, of the type that were provided under the PayNet Agreement that are adequate in the Company’s reasonable business judgment for the conduct of the businesses of the Company and its Subsidiaries (taking into account the implementation of the Business Line Modification Plan), either through an alternative third party provider or through the Company itself. All costs associated with the foregoing (including any one-time development costs or third party license fees but not including any service fees or royalty fees that are consistent with the fees payable under the PayNet Agreement to the extent relating to periods from and after the Effective Time) shall be borne by the Company. (e) Notwithstanding anything to the contrary in this Agreement, Parent shall not be required to take or agree to take any other action or agree to any limitation or restriction that Parent reasonably determines would impose materially burdensome restrictions on the operation of the business of Parent and its Subsidiaries on a consolidated basis.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA the Heineken Parties and ECDV and each of the Certain Affiliated FEMSA Parties shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable practicable, including: (i) as soon as practical after the date of this Agreement, but not limited to the preparation preparing and filing of any and all premerger filings or other notifications, applications, forms, registrations and notices required to be filed to consummate the Closing Closing, including under the Mexican Antitrust Law, the HSR Act, the Brazilian Antitrust Law and the all other Transactions and applicable laws; (ii) the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition; all filings, no party notifications, reports forms and supplemental information shall be in substantial compliance with the requirements of the Mexican Antitrust Law, the HSR Act, the Brazilian Antitrust Law and such other antitrust laws; and with the understanding that Heineken shall coordinate any of such filings and proceedings and therefore will have the right to appoint the common representative that is required in terms of Mexican Antitrust Law; and (iii) defending all lawsuits and other Proceedings challenging this Agreement or the consummation of the Closing, causing to be lifted or rescinded any injunction, decree, ruling, order or other Proceeding of any Governmental Entity adversely affecting the ability of the Parties to consummate the Closing. (b) No Party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. Nothing contained in this Agreement shall require the FEMSA Parties or the Company to pay any consideration to any other Person (other than nominal filing and application fees to Governmental Entities) from whom any such approvals, authorizations, consents, orders, licenses, permits qualifications, exemptions or waivers are requested. (bc) Prior In furtherance and not in limitation of this Section 6.4, “commercially reasonable efforts” of the Heineken Parties shall include committing or causing the Heineken Parties or their Affiliates to commit to understandings, divestitures, licenses or hold separate or similar arrangements with respect to their respective assets or the assets subject to this Agreement, and to any all arrangements for the conduct of any business and/or terminating any and all existing relationships and contractual rights and obligations as a condition to obtaining any and all consents, approvals, authorizations, termination or expiration of waiting periods or clearance from any Governmental Entity necessary to consummate the transactions contemplated by this Agreement. (d) If any Party hereto or Affiliate thereof receives a request for information or documentary material from any Governmental Entity with respect to this Agreement or any of the transactions contemplated hereby, it will respond promptly to such and provide any supplemental or additional information that may be reasonably requested by such Governmental Entity. (e) The Parties shall keep each other apprised of the status of matters relating to the Closingcompletion of the transactions contemplated hereby and work cooperatively in connection with obtaining the requisite approvals, consents, registrations or orders of each party shall applicable Governmental Entity, including, without limitation: (i) cooperating with each other in connection with filings and registrations under the Ley Federal de Competencia Económica (the “Mexican Antitrust Law”), HSR Act, Brazilian Law No. 8.884/94 (the “Brazilian Antitrust Law”), any foreign investment-related Laws and registrations or any other antitrust Laws; (ii) promptly consult furnishing to the other Party all information within its possession that is required or reasonably advisable for any application or other filing to be made by the other Party pursuant to the Mexican Antitrust Law, the HSR Act, the Brazilian Antitrust Law, any foreign investment Laws or any other antitrust Laws in connection with the other parties hereto with respect to, provide any necessary information with respect totransactions contemplated by this Agreement; (iii) promptly notifying each other, and provide the other parties providing copies, of any communications (including any correspondence, filings, writing or their respective counseloral communication or documentary submissions) with copies offrom, all filings made by such party to or with any Governmental Entity with respect to the transactions contemplated by this Agreement, excluding any information that the Party has a right to keep confidential; such confidential information shall be disclosed to outside counsel for the other Party only; (iv) in the case of any Heineken Party or any other information supplied by such party of its Affiliates (including the Company and any Company Subsidiary after the Closing), effecting the sale or disposition of, or arranging to a hold separate, assets or businesses to the extent necessary or required pursuant to Section 6.4(c); (v) not agreeing to participate in any meeting with any Governmental Entity in connection with this Agreement and proceedings under or relating to the Transactions. Each party hereto shall promptly provide Mexican Antitrust Law, the HSR Act, the Brazilian Antitrust Law, any foreign investment Laws or any other antitrust Laws unless it consults with the other parties Party in advance, and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat; (vi) consulting with copies the other Parties in advance before a Party proffers any understandings, undertakings, or agreements (oral or written) that it proposes to enter into with any Governmental Entity; and (vii) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any communication received by such party from Party hereto in connection with proceedings under or relating to the Mexican Antitrust Law, the HSR Act, the Brazilian Antitrust Law, any Governmental Entity regarding foreign investment Laws or any of the Transactionsother antitrust Laws.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser and ECDV and each of the Certain Affiliated Parties Sellers shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to to, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity, and (ii) the preparation of any disclosure documents and other materials reasonably requested by Purchaser in order to facilitate the Financing of any of the Transactions. In addition, no party hereto Purchaser and the Sellers shall take use their respective reasonable best efforts to obtain any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any (i) permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to ClosingClosing or (ii) financing of the Transactions. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide the other parties with copies of any communication received by such party from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of any of the Transactions, the Sellers shall use their reasonable best efforts to effect such transfers, amendments or modifications. (c) The Sellers shall use their reasonable best efforts to obtain, prior to the Closing, (i) the unconditional consent to the Closing and the other Transactions of each lender whose consent, waiver or amendment is required under any agreement to permit the consummation of the Transactions and to whom the Sellers or any Target Subsidiary owes in excess of $250,000 as of the Closing Date, (ii) the unconditional consent to the Closing and the other Transactions of each lessor under each Lease whose consent, waiver or amendment is required to permit the consummation of the Transactions and the assignment or sublease of each such Lease, in every case without loss of any premises, loss of any option to renew or expand, increase in rent, or other material change to the terms and conditions of such Lease that were effective prior to the request for said consent; (iii) non-disturbance and attornment agreements in a form reasonably satisfactory to Purchaser from each of the master landlords under the subleases described in Exhibits D, E and F, and from each of the master landlords' mortgagees, if any, providing, among other things, that if Sylvan's lease with any such landlord terminates for a reason other than a Purchaser default under its sublease (or if any mortgagee forecloses on the master landlord's estate and Sylvan's lease and/or Purchaser's sublease is subordinate to such mortgage), then such master landlord (or mortgagee, as the case may be) agrees not to disturb Purchaser in its peaceable possession of the sublet premises for the remaining term of the sublease, so long as Purchaser attorns to such party and agrees to recognize such party as its landlord in connection therewith, including paying all sublease rent thereto; (iv) the unconditional consent to the Closing and the other Transactions of the issuer of each material insurance policy whose right to consent, waiver or amendment is required, to avoid loss of insurance, to permit the consummation of the Transactions pursuant to its terms and (v) the unconditional consent to the Closing and the other Transactions of each other party to each material contract whose consent, waiver or amendment is required thereunder to permit the consummation of the Transactions, except for such consents identified on Part 5.4(c) of the Disclosure Schedule the failure of which to obtain would not materially adversely affect the Targeted Businesses or any Target Subsidiary or the ability of the Sellers or Purchaser to consummate the Transactions. All such releases and consents obtained prior to Closing shall be in writing and executed counterparts thereof shall be delivered to Purchaser at or prior to the Closing. (d) In addition to and without limiting the agreements of the parties contained above, the Sellers and Purchaser shall: (i) take promptly all actions necessary to make the filings required of them or any of their Affiliates under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information or documentary material received by the Sellers or Purchaser or any of their Affiliates from the FTC or the DOJ pursuant to the HSR Act or from any State Attorney General or other Governmental Entity in connection with antitrust matters, (iii) cooperate with each other in connection with any filing under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Transactions commenced by the FTC, DOJ, any State Attorney General or any other Governmental Entity; (iv) use their reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the Transactions under any antitrust law, and (v) advise the other parties promptly of any material communication received by such party from the FTC, DOJ, any State Attorney General or any other Governmental Entity regarding any of the Transactions, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the FTC, DOJ, any State Attorney General or any other Governmental Entity in connection with the Transactions. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Sellers and Purchaser shall each request early termination of the HSR Act waiting period. (e) Notwithstanding the foregoing or any other covenant herein contained, in connection with the receipt of any necessary approvals under the HSR Act, neither the Sellers nor any Target Subsidiary shall be entitled without Purchaser's prior written consent or required to divest or hold separate or otherwise take or commit to take any action that limits Purchaser's freedom of action with respect of, or its ability to retain, the Targeted Businesses or any material portions thereof or any of the businesses, product lines, properties or assets of the Targeted Businesses. (f) Notwithstanding the foregoing or any other covenant herein contained, nothing in this Agreement shall be deemed to require Purchaser to divest or hold separate any assets or agree to limit its future activities, method or place of doing business, to commence any litigation against any entity in order to facilitate the consummation of any of the Transactions or to defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of, or impose limitations on, any of the Transactions. (g) Notwithstanding the foregoing or any other covenant herein contained, nothing in this Agreement shall be deemed to require the Sellers, in order to facilitate consummation of the Transactions or to resolve a challenge to any of the Transactions on antitrust grounds, (i) to divest any assets other than the Targeted Businesses and the Target Assets, (ii) to make any divestitures that would result in the Sellers receiving an amount less than the total Purchase Price or (iii) to sell anything less than the Targeted Businesses and the Target Assets for an amount less than the total Purchase Price.

Efforts and Actions to Cause Closing to Occur. (a) Prior to Following the Exercise Date and until the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Optionee and ECDV and each of the Certain Affiliated Parties Company shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other party hereto in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to to, the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof Exercise Date that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. Following the Exercise Date and until the Closing, each Optionor shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other party hereto in order to do, all things necessary, proper or advisable (subject to any applicable laws) within such Optionor’s control to cause the satisfaction of the conditions to Closing (solely with respect to such Optionor) set forth in Sections 9.1(b), 9.2(c), 9.2(e), 9.2(g) and 9.2(h). (b) Prior to Following the Exercise Date and until the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide the other parties with copies of any communication received by such party from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of any of the Transactions, the Company shall use its commercially reasonable efforts to effect such transfers, amendments or modifications. (c) The Company shall use its commercially reasonable efforts to obtain, prior to the Closing, (i) the unconditional consent to the Closing and the other Transactions of each lender to whom the Company or any Company Subsidiary owes in excess of $250,000 as of the Closing Date; (ii) the unconditional consent to the Closing and the other Transactions of each Person holding a mortgage or lien on real property or material personal property owned or leased by the Company or any Company Subsidiary; (iii) the unconditional consent to the Closing and the other Transactions of each lessor of real or material personal property leased by the Company; (iv) the unconditional consent to the Closing and the other Transactions of the issuer of each material insurance policy referred to in the Disclosure Schedule (other than the policies set forth on Schedule 5.27 of the Disclosure Schedules which terminate at the Closing as a result of the sale of the Option Shares to the Optionee) and (v) the unconditional consent to the Closing and the other Transactions of each other party to each material contract with the Company or any Company Subsidiary, in each case if required by the terms of such loan, mortgage, lease, insurance policy or contract, but only if and to the extent that the failure to obtain such consent would adversely affect the Company or any Company Subsidiary or the ability of the Company to consummate the Transactions. All such consents shall be in writing and executed counterparts thereof shall be delivered to Optionee at or prior to the Closing. (d) In addition to and without limiting the agreements of the parties contained above, the Company, Optionee and the Optionors shall, following the Exercise Date: (i) take promptly all actions necessary to make the filings required of them or any of their Affiliates under the HSR Act; (ii) comply at the earliest practicable date with any request for additional information or documentary material received by the Company, Optionee, the Optionors or any of their Affiliates from the FTC or the DOJ pursuant to the HSR Act or from any state Attorney General or other Governmental Entity in connection with antitrust matters; (iii) cooperate with each other in connection with any filing under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Transactions commenced by the FTC, DOJ, any state Attorney General or any other Governmental Entity; (iv) use all reasonable commercial efforts to resolve such objections, if any, as may be asserted with respect to the Transactions under any antitrust law; and (v) advise the other parties promptly of any material communication received by such party from the FTC, DOJ, any state Attorney General or any other Governmental Entity regarding any of the Transactions, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the FTC, DOJ, any state Attorney General or any other Governmental Entity in connection with the Transactions. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Optionors and Optionee shall each request early termination of the HSR Act waiting period. (e) Notwithstanding the foregoing or any other covenant herein contained, nothing in this Agreement shall be deemed to require any party hereto (i) to divest or hold separate any assets or agree to limit its future activities, method or place of doing business, (ii) to commence any litigation against any entity in order to facilitate the consummation of any of the Transactions or (iii) to defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of, or impose limitations on, any of the Transactions. (f) The Company and each Company Subsidiary shall take all action reasonably requested by Optionee, including the preparation for delivery at the Closing of all notes, financing documents, mortgages, loan agreements, pledges, filing statements contemplated by the Uniform Commercial Code and officer’s certificates as Optionee may request for the purpose of consummating Optionee’s financing of the Transactions.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser, Seller and ECDV and each of the Certain Affiliated Parties Companies shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions transactions contemplated hereby as promptly as practicable including, but not limited to to, the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions transactions contemplated hereby and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party (it being understood that none of Seller, any of the Companies nor Purchaser shall be required to make any payments to obtain any of the foregoing) or Governmental EntityAuthority. In addition, no party hereto shall take any action after the date hereof of this Agreement that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity Authority or other Person required to be obtained prior to Closing. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity Authority or any other information supplied by such party to a Governmental Entity Authority in connection with this Agreement and the Transactionstransactions contemplated hereby. Each party hereto shall promptly provide inform the other parties with copies others of any communication received by such party from any Governmental Entity Authority regarding any of the Transactionstransactions contemplated hereby. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to any of the transactions contemplated hereby, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of any of the transactions contemplated hereby, Seller and the Companies shall use their best efforts to effect such transfers, amendments or modifications. (c) In addition to and without limiting the agreements of the parties contained above, the Companies, Purchaser and Seller shall (i) take promptly all actions necessary to make the filings required of them or any of their Affiliates under the HSR Act (with any filing fees under the HSR Act to be borne solely by Purchaser), Competition Act or any other applicable Competition Law, (ii) comply at the earliest practicable date with any request for additional information or documentary material received by the Companies, Purchaser, Seller or any of their Affiliates from the Federal Trade Commission (the "FTC") or the Department of Justice (the "DOJ") pursuant to the HSR Act or from any State Attorney General or other Governmental Authority in connection with antitrust matters, (iii) cooperate with each other in connection with any filing under the HSR Act, Competition Act or any other applicable Competition Law and in connection with resolving any investigation or other inquiry concerning the transactions contemplated hereby commenced by the FTC, DOJ, any State Attorney General or any other Governmental Authority; (iv) use all reasonable commercial efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under any antitrust law and (v) advise the other parties promptly of any material communication received by such party from the FTC, DOJ, any State Attorney General or any other Governmental Authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the FTC, DOJ, any State Attorney General or any other Governmental Authority in connection with the transactions contemplated hereby. (d) Notwithstanding the foregoing or any other covenant herein contained, in connection with the receipt of any necessary approvals under the HSR Act, Competition Act or any other applicable Competition Law, the Companies shall not be entitled or required to divest or hold separate or otherwise take or commit to take any action that limits Purchaser's freedom of action with respect of, or its ability to retain, the Companies or any material portions thereof or any of the businesses, product lines, properties or assets of the Companies, without Purchaser's prior written consent. (e) Notwithstanding the foregoing or any other covenant herein contained, nothing in this Agreement shall be deemed to require Purchaser (i) to divest or hold separate any assets or agree to limit its future activities, method or place of doing business, (ii) to commence any litigation against any entity in order to facilitate the consummation of any of the transactions contemplated hereby or (iii) to defend against any litigation brought by any Governmental Authority seeking to prevent the consummation of, or impose limitations on, any of the transactions contemplated hereby.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the terms and conditions of this Agreement, MRGA and ECDV and each of the Certain Affiliated Parties shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable lawsLaws) to consummate the Closing and the other Transactions transactions as promptly as practicable includingfollowing the date hereof, but not limited to which efforts include the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions transactions contemplated hereby and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers Consents by any third party or Governmental Entity. In addition, no party hereto neither Party shall take any action or cause or permit any of its Affiliates to take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent Consent from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Prior If any Person has initiated or threatened to initiate a Legal Proceeding that seeks to restrain, alter, delay or prohibit, or any Order is entered that has the effect of restraining, altering, delaying or prohibiting, the consummation of the transactions contemplated by this Agreement, the Parties shall cooperate to use their commercially reasonable efforts to resist, resolve or defend such Legal Proceeding or have such Order vacated. (c) Each Party shall promptly inform the other of, and furnish to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with Party copies of, all filings made by such party with any Governmental Entity communication, correspondence or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide the other parties with copies of any communication filing received by such party Party from any Governmental Entity regarding any of the Transactionstransactions contemplated by this Agreement. If any Party or its Affiliate receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement, then such Party shall, or shall cause such Affiliate to, as soon as reasonably practicable, but after providing the other Party with a reasonable opportunity to review and comment, deliver an appropriate response to the applicable Governmental Entity in compliance with such request. Neither Party shall participate, or cause or permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigations or inquiries concerning the transactions contemplated by this Agreement unless it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate in such meeting. This clause (c) is limited to the extent compliance would be in violation of applicable Law. (d) Seller, on the one hand, and Buyer, on the other hand, shall promptly file or cause to be filed all filings with Governmental Entities required in order to consummate the transactions contemplated hereby, including (i) filing as soon as reasonably practicable after the date hereof, and in any event within fifteen (15) Business Days of the date hereof, all required filings under the HSR Act, and (ii) submissions of additional information requested by the FTC, DOJ, state attorney general or any other Governmental Entity. Each of the Parties further agrees that it shall, and shall cause its Affiliates to, comply with any applicable post-Closing notification or other requirements of any antitrust, trade competition, investment or control reporting or similar Law of any Governmental Entity with competent jurisdiction. Each of the Parties agrees to cooperate with and promptly to consult with, to provide any reasonably available information with respect to, and to provide, subject to appropriate confidentiality provisions, copies of all presentations and filings to any Governmental Entity to the other party or its counsel. Each Party agrees not to extend any waiting period under the HSR Act or enter into any agreement with any Governmental Entity not to consummate the transactions contemplated by this Agreement except with the prior written consent of the other Party. (e) In addition to the agreements set forth in clause (d) above, prior to the Closing, the Parties shall use commercially reasonable efforts to ensure that the Consents from the Governmental Entities or third parties, including any antitrust clearance by FTC, DOJ, or any state attorney general under the HSR Act, are obtained as promptly as practicable and that any reasonable conditions set forth in or established by any such Consents from Governmental Entities or third parties are satisfied in all material respects; provided, however, that such efforts shall not require Seller to make or agree to make any material undertaking (other than as provided in Section 12.1), or to agree to any material condition, in connection with its efforts to obtain such Consents that is effective prior to the Closing or that applies to any of Seller’s operations other than the Business. (f) Notwithstanding anything to the contrary contained in this Agreement, in no event shall Buyer or any of its Subsidiaries or Affiliates be obligated to propose or agree to accept any undertaking or condition, enter into any consent decree, make any divestiture, accept any operational restriction or take or commit to take any action that would reasonably be expected to limit: (i) the freedom of action of Buyer or its Subsidiaries or Affiliates with respect to the operation of, or Buyer’s ability to retain, the Business, or (ii) Buyer’s or its Subsidiaries’ or Affiliates’ ability to retain, own or operate any portion of the businesses, product lines or assets of Buyer or any of its Subsidiaries or Affiliates, or alter or restrict in any way the business or commercial practices of Buyer or its Subsidiaries or Affiliates. (g) Notwithstanding anything to the contrary contained in this Agreement, in no event shall Seller or any of its Subsidiaries or Affiliates be obligated to propose or agree to accept any undertaking or condition, enter into any consent decree, make any divestiture, accept any operational restriction or take or commit to take any action that would reasonably be expected to limit Seller or its Subsidiaries or Affiliates ability to retain, own or operate any portion of the businesses, product lines or assets of Seller or any of its Subsidiaries or Affiliates, or alter or restrict in any way the business or commercial practices of Seller or its Subsidiaries or Affiliates.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser and ECDV and each of the Certain Affiliated Parties Seller shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable includingpracticable, but not limited to including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. Nothing contained in this Agreement shall require Seller or any of its Affiliates to pay any consideration to any other Person from whom such approvals, authorizations, consents orders, licenses, permits, qualifications, exemptions or waivers is requested. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide If any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide the other parties with copies of any communication received by such party or Affiliate thereof receives a request for information or documentary material from any Governmental Entity regarding with respect to this Agreement or any of the Transactionstransactions contemplated hereby, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser, the Shareholder and ECDV and each of the Certain Affiliated Parties Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions Transactions, as promptly as practicable including, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity, and (ii) the provision of information reasonably requested by Purchaser in order to facilitate Purchaser's financing efforts. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide the other parties with copies of any written communication received by such party from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits are required as a result of the execution of this Agreement or consummation of any of the Transactions, the Shareholder and the Company shall use their best efforts to effect such transfers, amendments or modifications. (c) The Company and the Shareholder shall use their respective best efforts to obtain, prior to the Closing, the unconditional consent of any Person necessary to the consummation of the Closing and the other Transactions, including consents from parties to loans, contracts, leases or other agreements and consents from governmental agencies, whether federal, state or local shall have been obtained. All such consents shall be in writing and executed counterparts thereof shall be delivered to Purchaser at or prior to the Closing. (d) The Shareholder shall, and shall cause the Company and each Company Subsidiary to, take all action reasonably requested by Purchaser, including the preparation for delivery at the closing of all notes, financing documents, mortgages, loan agreements, pledges, filing statements contemplated by the Uniform Commercial Code and officer's certificates as Purchaser may request for the purpose of consummating Purchaser's financing of the Transactions; provided that, except as expressly provided herein, none of the foregoing shall require the Shareholder to take any action in its individual capacity.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA each Selling Shareholder and ECDV Purchaser shall use, and each of Selling Shareholder shall (severally and not jointly) cause the Certain Affiliated Parties shall use their Company and its Subsidiaries to use, its respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and to cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable includingbut in any event prior to August 30, but not limited to 2002 (including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions Consents of any Governmental Entity or waivers by any third party or Governmental Entityother Person). In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing, provided that this restriction shall not apply to the date chosen by a party hereto for its general meeting of shareholders of that party. Nothing in this Agreement shall require a party to hold its general meeting of shareholders on or by any particular date. (b) Prior to the Closing, each party hereto shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide provide, upon request, the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each If any party hereto receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall promptly provide endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties parties, an appropriate response in compliance with copies such request. (c) Nothing in this Section 6.3 shall require Purchaser (i) to waive, or otherwise exercise in a particular manner any discretion it may have under, any condition to Closing, (ii) to divest or hold separately any assets or agree to limit its future activities, method or place of doing business, (iii) to commence any litigation against any entity in order to facilitate the consummation of any communication received of the Transactions or (iv) to defend against any litigation brought by such party from any Governmental Entity regarding or other Person seeking to prevent the consummation of, or impose limitations on, any of the Transactions. (d) Each of the Selling Shareholders shall vote in favor of all resolutions of the Company and any other Person which are necessary to consummate the Transactions.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser and ECDV and each of the Certain Affiliated Parties Seller shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable lawsApplicable Laws) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permitsPermits, qualifications, exemptions or waivers by any third party Third Party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide inform the other parties with copies of any written communication received by such party from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of Permits (including environmental Permits) are required as a result of the execution of this Agreement or consummation of any of the Transactions, Seller shall use its reasonable best efforts to effect such transfers, amendments or modifications. (c) Seller shall use its reasonable best efforts to obtain, prior to the Closing, the unconditional release of each Person holding a mortgage or lien on the Assets. (d) In addition to and without limiting the agreements of the parties contained above, Seller and Purchaser shall (if required); (i) take promptly all actions necessary to make the filings required of them or any of their Affiliates under the HSR Act; (ii) comply at the earliest practicable date with any request for additional information or documentary material received by Seller or Purchaser or any of their Affiliates from the FTC or the DOJ pursuant to the HSR Act or from any state Attorney General or other Governmental Entity in connection with antitrust matters; (iii) cooperate with each other in connection with any filing under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Transactions commenced by the FTC, DOJ, any state Attorney General or any other Governmental Entity; (iv) use all reasonable commercial efforts to resolve such objections, if any, as may be asserted with respect to the Transactions under any antitrust law; and (v) advise the other parties promptly of any material communication received by such party from the FTC, DOJ, any state Attorney General or any other Governmental Entity regarding any of the Transactions, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the FTC, DOJ, any state Attorney General or any other Governmental Entity in connection with the Transactions. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, Seller and Purchaser shall each request early termination of the HSR Act waiting period. (e) Notwithstanding the foregoing or any other covenant herein contained, in connection with the receipt of any necessary approvals under the HSR Act, neither Seller nor any of the Seller Subsidiaries shall be entitled or required to divest or hold separate or otherwise take or commit to take any action that limits Purchaser's freedom of action with respect to, or its ability to retain, the Assets, without Purchaser's prior written consent. (f) Notwithstanding the foregoing or any other covenant herein contained, nothing in this Agreement shall be deemed to require Purchaser (i) to divest or hold separate any assets or agree to limit its future activities, method or place of doing business, (ii) to commence any litigation against any entity in order to facilitate the consummation of any of the Transactions or (iii) to defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of, or impose limitations on, any of the Transactions. (g) Purchaser shall not take, or agree to or commit to take, any action that would or is reasonably likely to result in any of the conditions to the Closing set forth in Article VIII not being satisfied, or would make any representation or warranty of Purchaser contained herein inaccurate in any material respect at the Closing Date, or that would materially impair the ability of Seller or Purchaser to consummate the Closing in accordance with the terms hereof or materially delay such consummation.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser and ECDV and each of the Certain Affiliated Parties Seller shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable lawsApplicable Laws) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permitsPermits, qualifications, exemptions or waivers by any third party Third Party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide inform the other parties with copies of any written communication received by such party from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of Permits (including environmental Permits) are required as a result of the execution of this Agreement or consummation of any of the Transactions, Seller shall use its reasonable best efforts to effect such transfers, amendments or modifications. (c) Seller shall use its reasonable best efforts to obtain, prior to the Closing, the unconditional release of each Person holding a mortgage or lien on the Assets. (d) In addition to and without limiting the agreements of the parties contained above, Seller and Purchaser shall (if required); (i) take promptly all actions necessary to make the filings required of them or any of their Affiliates under the HSR Act; (ii) comply at the earliest practicable date with any request for additional information or documentary material received by Seller or Purchaser or any of their Affiliates from the FTC or the DOJ pursuant to the HSR Act or from any state Attorney General or other Governmental Entity in connection with antitrust matters; (iii) cooperate with each other in connection with any filing under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Transactions commenced by the FTC, DOJ, any state Attorney General or any other Governmental Entity; (iv) use all reasonable commercial efforts to resolve such objections, if any, as may be asserted with respect to the Transactions under any antitrust law; and (v) advise the other parties promptly of any material communication received by such party from the FTC, DOJ, any state Attorney General or any other Governmental Entity regarding any of the Transactions, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the FTC, DOJ, any state Attorney General or any other Governmental Entity in connection with the Transactions. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, Seller and Purchaser shall each request early termination of the HSR Act waiting period. (e) Notwithstanding the foregoing or any other covenant herein contained, in connection with the receipt of any necessary approvals under the HSR Act, neither Seller nor any of the Seller Subsidiaries shall be entitled or required to divest or hold separate or otherwise take or commit to take any action that limits Purchaser’s freedom of action with respect to, or its ability to retain, the Assets, without Purchaser’s prior written consent. (f) Notwithstanding the foregoing or any other covenant herein contained, nothing in this Agreement shall be deemed to require Purchaser (i) to divest or hold separate any assets or agree to limit its future activities, method or place of doing business, (ii) to commence any litigation against any entity in order to facilitate the consummation of any of the Transactions or (iii) to defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of, or impose limitations on, any of the Transactions. (g) Purchaser shall not take, or agree to or commit to take, any action that would or is reasonably likely to result in any of the conditions to the Closing set forth in Article VIII not being satisfied, or would make any representation or warranty of Purchaser contained herein inaccurate in any material respect at the Closing Date, or that would materially impair the ability of Seller or Purchaser to consummate the Closing in accordance with the terms hereof or materially delay such consummation.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA the Buyer, Sellers and ECDV and each of the Certain Affiliated Parties Company shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable lawsLaws) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to to, the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental EntityAuthority including, but not limited to, making all necessary filings with respect to this Agreement required under any applicable federal or state securities Laws. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity Authority or other Person required to be obtained prior to Closing. At the Closing, each of the parties to this Agreement shall execute and deliver the instruments and agreements contemplated to be executed and delivered by such parties at the Closing pursuant to Article VII and Article VIII hereto. (b) Prior to the Closing, each party to this Agreement shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity Authority or any other information supplied by such party to a Governmental Entity Authority in connection with this Agreement and the TransactionsAgreement. Each party hereto shall promptly provide the other parties hereto with copies of any written communication received by such party from any Governmental Entity Authority regarding the Share Purchase. If any party hereto or an Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the Share Purchase, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties hereto, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including Environmental Permits) are required as a result of the Transactionsexecution of this Agreement, the Sellers and the Company shall use their respective commercially reasonable efforts to effect such transfers, amendments or modifications. (c) The Company shall use its commercially reasonable efforts to obtain, prior to the Closing, the estoppels set forth in Schedule 6.4(c), and the consents set forth in Schedule 6.4(c), each in the forms to be provided by the Buyer. All such estoppels and consents which the Company is able to obtain shall be in writing, and executed counterparts thereof shall be delivered to the Buyer at or prior to the Closing. (d) Notwithstanding the foregoing or any other covenant herein contained, nothing in this Agreement shall be deemed to require the Buyer, or the Company (i) [to divest or hold separate any assets or agree to limit its future activities, method or place of doing business,] (ii) to commence any Litigation against any entity in order to facilitate the consummation of the Share Purchase or (iii) to defend against any Litigation brought by any Governmental Authority seeking to prevent the consummation of, or impose limitations on, the Share Purchase.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser and ECDV and each of the Certain Affiliated Parties Seller shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and to cooperate with each other in order to do, all things reasonably necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and at the other Transactions as promptly as practicable including, but not limited to time contemplated in Section 3.1 (including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from Consents of any Governmental Entity or and any other Person required and the taking of such other actions and the execution of such other documents as may be reasonably necessary to be obtained prior to Closingsatisfy the conditions set forth in Article VII). (b) Prior to the Closing, each party shall promptly consult with the other parties party hereto with respect to, provide any necessary information with respect to, and provide the other parties party (or their respective its counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the TransactionsAgreement. Each party hereto shall promptly provide the other parties party with copies of any written communication received by such party from any Governmental Entity regarding the Transaction. If any party hereto receives a request for additional information or documentary material from any such Governmental Entity with respect to the Transaction, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits are required as a result of the Transactionsexecution of this Agreement or the performance by the parties of their respective obligations hereunder, Seller and Purchaser shall use their reasonable efforts to effect such transfers, amendments or modifications and to cause the Company to effect such transfers, amendments or modifications. (c) Each party agrees that it will not undertake any course of action inconsistent with the satisfaction of the requirements or conditions applicable to it set out in this Agreement and it will use its reasonable efforts to do all things and take such action as may be appropriate to enable it to comply with its obligations. (d) Seller shall pending Closing: (i) procure that Purchaser and its advisers will, upon reasonable notice, be allowed access to, and to take copies of, the books and records of the Company including, without limitation, the share register, minute books, leases, licenses, contracts, details of receivables, Tax records, supplier lists and customer lists in the possession or control of the Company; and (ii) act in good faith and consult with Purchaser in relation to all material matters in which Seller is involved in the running of the Company between the date of this Agreement and the Closing Date; and (iii) procure that the Company preserves its assets (save as may be disposed of in the ordinary course of business).

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Silgan and ECDV and each of the Certain Affiliated Selling Parties shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) reasonably required to consummate the Closing and the other Transactions as promptly as practicable includingpracticable, but not limited to including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary reasonably required to obtain any requisite approvals, authorizations, consentsConsents, orders, licenses, permits, qualifications, or exemptions or waivers by any third party or Governmental EntityPerson. In addition, no party hereto Party (or any of its respective Affiliates) shall take any action after the date hereof that could would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent Consent from any Governmental Entity or other Person required to be obtained prior to Closing. Purchaser shall provide its publicly filed financial statements as may be reasonably requested by any third party whose Consent is sought hereunder. Nothing contained in this Agreement shall require any Selling Party or any Purchaser to pay any consideration (other than filing or application fees) or provide any other incentive to any Person from whom any such Consents, orders, permits, qualifications or exemptions is requested, or to commence any litigation in respect of same. (b) Prior to the Closing, each party Party shall promptly consult with the other parties hereto Party with respect to, to and provide any necessary information reasonably required with respect to, and provide the other parties (or their respective counsel) with copies of, to all filings made by such party Party with any Governmental Entity or any other information supplied by such party Party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto Party shall promptly provide inform each of the other parties with copies Parties in writing of any communication received by such party Party from any Governmental Entity regarding the Transactions. If any Party or Affiliate thereof receives a request for information or documentary material from any Governmental Entity with respect to any of the Transactions, then such Party shall endeavour in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other Parties, an appropriate response in compliance with such request. (c) In addition to and without limiting the agreements of the Parties contained above, Silgan and the Selling Parties shall (i) take promptly all actions reasonably required to make the filings required of them or any of their respective Affiliates under any applicable Antitrust Law; (ii) comply at the earliest practicable date with any request for additional information or documentary material received by Silgan, the Selling Parties or any of their respective Affiliates from any Antitrust Administrator or from any other Governmental Entity in connection with antitrust matters; (iii) cooperate with each other in connection with any filing under any applicable Antitrust Law and in connection with resolving any investigation or other inquiry concerning the Transactions commenced by any Antitrust Administrator or any other Governmental Entity; (iv) use their commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the Transactions under any Antitrust Law; and (v) advise the other Parties promptly of any material communication received by such Party from any Antitrust Administrator or any other Governmental Entity regarding any of the Transactions, and of any understandings, undertakings or agreements (oral or written) such Party proposes to make or enter into with any Antitrust Administrator or any other Governmental Entity in connection with the Transactions (it being understood that the Selling Parties shall not propose (other than to Silgan) or enter into any such understandings, undertakings or agreements without the prior consent of Silgan). Concurrently with the filing of notifications under any Antitrust Law or as soon thereafter as practicable, the Selling Parties and Silgan shall each request early termination of any applicable waiting period. Silgan shall consult regularly with the Selling Parties in advance and from time to time regarding (1) the conduct and status of any filings with Governmental Entities and provide the Selling Parties with copies of such filings in sufficient time for the Selling Parties to provide meaningful input as to strategy and content (provided that Silgan shall be entitled to redact any of its confidential information contained in such filings before providing copies to the Selling Parties) and (2) any significant strategies, approaches or other actions that Silgan expects or intends to adopt or take in connection therewith, including any understandings, undertakings or agreements (oral or written) that Silgan proposes to make or enter into with any Antitrust Administrator or other Governmental Entity, and, in Silgan's reasonable discretion, shall provide the Selling Parties with an opportunity to participate in meetings or telephone calls with any Antitrust Administrator or any other Governmental Entity.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA each Selling Shareholder and ECDV Purchaser shall use, and each of Selling Shareholder shall (severally and not jointly) cause the Certain Affiliated Parties shall use their Company and its Subsidiaries to use, its respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and to cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable includingbut in any event prior to August 30, but not limited to 2002 (including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions Consents of any Governmental Entity or waivers by any third party or Governmental Entityother Person). In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing, provided that this restriction shall not apply to the date chosen by a party hereto for its general meeting of shareholders of that party. Nothing in this Agreement shall require a party to hold its general meeting of shareholders on or by any 62 <PAGE> particular date. (b) Prior to the Closing, each party hereto shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide provide, upon request, the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each If any party hereto receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall promptly provide endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties parties, an appropriate response in compliance with copies such request. (c) Nothing in this Section 6.3 shall require Purchaser (i) to waive, or otherwise exercise in a particular manner any discretion it may have under, any condition to Closing, (ii) to divest or hold separately any assets or agree to limit its future activities, method or place of doing business, (iii) to commence any litigation against any entity in order to facilitate the consummation of any communication received of the Transactions or (iv) to defend against any litigation brought by such party from any Governmental Entity regarding or other Person seeking to prevent the consummation of, or impose limitations on, any of the Transactions. (d) Each of the Selling Shareholders shall vote in favor of all resolutions of the Company and any other Person which are necessary to consummate the Transactions. 63 <PAGE> Section

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser and ECDV and each of the Certain Affiliated Parties Seller shall use their respective reasonable best efforts Reasonable Best Efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable lawsLaws) to consummate the Company Split, the Closing and the other Transactions as promptly as practicable includingpracticable, but not limited to including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Company Split, the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers Consents by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Prior to the Closing, each party shall promptly consult with the other parties party hereto with respect to, provide any necessary information with respect to, and provide the other parties party (or their respective its counsel) with copies of, all filings made by such party or any of its Affiliates with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide inform the other parties with copies party of any written communication received by such party or any of its Affiliates from any Governmental Entity regarding any of the Transactions. If either party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of Permits (including environmental Permits) are required as a result of the execution of this Agreement or consummation of any of the Transactions, Seller shall use its Reasonable Best Efforts to effect such transfers, amendments or modifications. (c) Seller shall use its Reasonable Best Efforts to obtain, prior to the Company Split or the Closing, as applicable (i) the unconditional Consent to the Company Split, the Closing and the other Transactions of each Person holding a mortgage or lien on the Transferred Real Property or material personal property constituting part of the Purchased Assets who has such right to Consent, (ii) the unconditional Consent to the Company Split, the Closing and the other Transactions of each lessor of material personal property constituting part of the Purchased Assets who has such right to Consent and (iii) an unconditional consent representing each Assignment Consent; provided that if, despite Seller’s Reasonable Best Efforts to obtain an unconditional Consent in respect of each of the foregoing, certain Persons who are to provide Consent will only provide Consent subject to changes in the terms and conditions of a Contract or the imposition of a condition to the transfer to Purchaser of a Contract, Seller may agree to such changes or conditions upon prior written consent of Purchaser (which shall not be unreasonably withheld). Notwithstanding anything to the contrary in this Agreement, Purchaser shall have no obligation to consent to changes in the terms and conditions of the Contracts set forth on Schedule 8.3(e) or any imposition of a condition to the transfer to Purchaser of such Contracts. At or prior to the Closing, Seller shall deliver to Purchaser executed counterparts of each of the foregoing Consents that are obtained in writing.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser and ECDV and each of the Certain Affiliated Parties Company shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions; PROVIDED, that neither party shall be required to provide the other with copies of any filings made by it or other documents submitted to a Governmental Entity pursuant to the HSR Act. Each party hereto shall promptly provide the other parties with copies of any communication received by such party from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of any of the Transactions, the Company shall use its commercially reasonable efforts to effect such transfers, amendments or modifications. (c) In addition to and without limiting the agreements of the parties contained above, the Company and Purchaser shall (i) within five days hereof, or as soon thereafter as practicable, take all actions necessary to make the filings required of them or any of their Affiliates under the HSR Act or the laws regulating mergers or competition in any jurisdiction, (ii) comply at the earliest practicable date with any request for additional information or documentary material received by the Company, Purchaser or any of their Affiliates from the FTC or the DOJ pursuant to the HSR Act or from any state Attorney General or other Governmental Entity in connection with antitrust matters, (iii) cooperate with each other in connection with any filing under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Transactions commenced by the FTC, DOJ, any state Attorney General or any other Governmental Entity; (iv) use all reasonable commercial efforts to resolve such objections, if any, as may be asserted with respect to the Transactions under any antitrust law, and (v) advise the other parties promptly of any material communication received by such party from the FTC, DOJ, any state Attorney General or any other Governmental Entity regarding any of the Transactions, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the FTC, DOJ, any state Attorney General or any other Governmental Entity in connection with the Transactions. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Purchaser shall each request early termination of the HSR Act waiting period. (d) Notwithstanding the foregoing or any other covenant herein contained, in connection with the receipt of any necessary approvals under the HSR Act, neither the Company nor any of the Company Subsidiaries shall be entitled or required to divest or hold separate or otherwise take or commit to take any action that limits Purchaser's freedom of action with respect to the Company or any of the Company Subsidiaries or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any of the Company Subsidiaries, without Purchaser's prior written consent. (e) Notwithstanding the foregoing or any other covenant herein contained, nothing in this Agreement shall be deemed to require Purchaser (i) to divest or hold separate any assets or agree to limit its future activities, method or place of doing business, (ii) to commence any litigation against any entity in order to facilitate the consummation of any of the Transactions or (iii) to defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of, or impose limitations on, any of the Transactions.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA and ECDV and each of the Certain Affiliated Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to to, the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental EntityAuthority. In addition, no party Party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity Authority or other Person required to be obtained prior to Closing. Issuer will notify the Lenders and will provide notice of any objections. (b) Prior to the Closing, each party Party shall promptly consult with the other parties Party hereto with respect to, provide any necessary information with respect to, and provide the other parties Party (or their respective its counsel) with copies of, all filings made by such party Party with any Governmental Entity Authority or any other information supplied by such party Party to a Governmental Entity Authority in connection with this Agreement and the Transactions. Each party Party hereto shall promptly provide inform the other parties with copies Party of any communication received by such party Party from any Governmental Entity Authority regarding any of the Transactions. If either Party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to any of the Transactions, then such Party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other Party, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of licenses or permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of any of the Transactions, Issuer shall use its best efforts to effect such transfers, amendments or modifications. (c) Issuer shall, prior to the Closing, deliver notice letters, describing in reasonable detail the Transactions, to each lender of Issuer and its Subsidiaries. Issuer shall use commercially reasonable efforts to obtain, prior to the Closing (i) the unconditional consent to the Closing and the other Transactions of each lender to whom Issuer or any of its Subsidiaries owes in excess of two hundred million yen (¥200,000,000) as of the Closing Date (except in the case of any loan between or among Issuer and one or more of its Subsidiaries), (ii) the unconditional consent to the Closing and the other Transactions of each Person holding a mortgage or Lien on real property or personal property, owned or leased by Issuer or any wholly-owned Subsidiary, pursuant to which any Consent to the Closing and other Transactions is required; and (iii) the unconditional Consent to the Closing and the other Transactions of each other Party to each Material Agreement with Issuer or any of its Subsidiaries pursuant to which any consent to the Closing and other Transactions is required. All such Consents shall be in writing and executed counterparts thereof shall be delivered to Subscriber at or prior to the Closing. (d) Issuer shall, and shall cause each of its Subsidiaries to, take all action requested by Subscriber, including the preparation for delivery at the Closing of all notes, financing documents, mortgages, loan agreements, pledges, filing statements contemplated by applicable laws and officer’s certificates as Subscriber may request for the purpose of consummating Subscriber’s financing of the Transactions.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser, Sellers and ECDV and each of the Certain Affiliated Parties shall Company agree (i) to use their respective all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to dodone, all things necessary, proper or advisable (subject to any applicable lawsLegal Requirements) to consummate the Closing and the other Transactions as promptly as practicable includingpracticable, but not limited (ii) to execute any documents, instruments or conveyances of any kind which may be reasonably necessary or advisable to carry out any of the preparation Transactions, and filing of all forms(iii) to cooperate with each other in connection with the foregoing, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary including using their reasonable efforts (A) to obtain any requisite all necessary approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers (including the expiration or early termination of any applicable waiting period) by any third party or Governmental Entity, (B) to defend all actions challenging this Agreement or the consummation of the Transactions, (C) to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the Transactions, (D) to effect all necessary registrations and filings, including, without limitation, submissions of information requested by Governmental Entities, and (E) to fulfill all conditions to Closing set forth in this Agreement. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent (including the expiration or early termination of any applicable waiting period) from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Without limiting the generality of the foregoing: (i) Sellers and the Company shall use their commercially reasonable efforts to cause the Material Contracts listed in Section 5.4(b) of the Seller Disclosure Schedule that are by and between Sellers or any of their Affiliates (other than the Company or the Company Subsidiary) and a third party to be assigned to the Company during the period from the date hereof and through the Closing Date, so as to permit the Company to assume the rights and obligations under such Material Contracts, provided that in no event will Sellers or any of their Affiliates be required to make any payment to a third party not otherwise due and owing in connection with any such assignment (other than transfer fees or similar fees provided for in the terms of the Material Contract). (ii) Sellers and the Company shall also use their commercially reasonable efforts to obtain any consents or approvals required in connection with the consummation of the Transactions under any other Material Contract; provided that in no event will Sellers or any of their Affiliates be required to make any payment to a third party not otherwise due and owing in connection with any such consent or approval (other than transfer fees or similar fees provided for in the terms of the Material Contract). (iii) If any assignment or consent contemplated by this Section 5.4(b) is not obtained prior to the Closing, or if Purchaser and Parent agree in writing that an attempted assignment of a Material Contract would be ineffective or would adversely affect the rights thereunder so that the Company would not receive substantially all such rights, Sellers shall, and shall cause their Affiliates to, take commercially reasonable efforts so as to ensure that the Company would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Company, or under which Sellers would enforce, for the benefit of the Company and at the Company’s expense, any third party’s obligations. After the Closing, Sellers shall promptly pay to the Company all monies received by Sellers or any of their Affiliates with respect to such nonassignable Material Contracts or any benefit arising thereunder. (c) Prior to the Closing, Sellers and their Affiliates shall transfer to the Company all right, title and interest in and to the IP owned by them that is (i) listed on Section 3.21(a) of the Seller Disclosure Schedule or (ii) used exclusively by the Company or the Company Subsidiary. Such transfer shall be made pursuant to a written agreement in form and substance reasonably acceptable to Purchaser. (d) Prior to the Closing, Sellers and their Affiliates shall transfer to the Company all right, title and interest in and to the tangible assets owned by them that are listed on Section 3.23(b) of the Seller Disclosure Schedule or are located at the premises in American Fork, Utah subject to the Sublease Agreement. Such transfer shall be made pursuant to a written agreement in form and substance reasonably acceptable to Purchaser. (e) Prior to the Closing, each party shall promptly consult with the other parties party hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party in writing to a Governmental Entity in connection with this Agreement and the Transactions. Each Prior to the Closing, each party hereto shall promptly provide the other parties party with copies of any written communication received by such party from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request or demand for information or documentary material from any such Governmental Entity with respect to any of the Transactions prior to the Closing, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request or demand. (f) In addition to and without limiting the agreements of the parties contained above, Purchaser and Parent shall: (i) take promptly all actions necessary to make the filings required of them or any of their Affiliates under the HSR Act; (ii) comply at the earliest practicable date with any request or demand for additional information or documentary material received by the Company, Purchaser, Sellers or any of their Affiliates from the FTC or the DOJ pursuant to the HSR Act or from any state Attorney General or other Governmental Entity in connection with antitrust matters; (iii) cooperate with each other in connection with any filing under the HSR Act, and in connection with resolving any investigation or other inquiry concerning the Transactions commenced by the FTC, DOJ, any state Attorney General or any other Governmental Entity; (iv) use their commercially reasonable efforts to resolve in a prompt manner such objections, if any, as may be asserted with respect to the Transactions under any antitrust law; and (v) advise the other parties promptly of any material communication received by such party from the FTC, DOJ, any state Attorney General or any other Governmental Entity regarding any of the Transactions, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the FTC, DOJ, any state Attorney General or any other Governmental Entity in connection with the Transactions. Concurrently with the filing of notifications under the HSR Act, or as soon thereafter as practicable, Parent and Purchaser shall each request early termination of the HSR Act waiting period.

Efforts and Actions to Cause Closing to Occur. (a) Prior Purchaser and Grupo Bimbo shall use reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Entities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement, (ii) cooperate fully with Seller in promptly seeking to obtain all such authorizations, consents, orders and approvals and (iii) provide such other information to any Governmental Entity as such Governmental Entity may reasonably request in connection herewith. Each Party agrees to make as soon as practicable, but no later than twenty (20) days following the date hereof, its respective filing, if necessary, pursuant to the ClosingHSR Act with respect to the transactions contemplated by this Agreement. Each Party agrees to make as soon as practicable its respective filings and notifications, upon if any, under any other applicable antitrust, competition or trade regulation Law. Purchaser shall pay all fees or make other payments to any Governmental Entity in order to obtain any such authorizations, consents, orders or approvals. (b) Without limiting the terms generality of Purchaser’s undertaking pursuant to Section 6.3(a), Purchaser agrees to use its reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Entity or any other Person so as to enable the Parties to close the transactions contemplated hereby as promptly as practicable (it being understood that the reference to “as promptly as practicable” shall not prejudice Purchaser in negotiating or completing any potential required Divestiture Action) after taking into account any potential required Divestiture Action, if any, and in any event prior to the Termination Date, including (i) after consultation with and good faith efforts to reach agreement with Seller, proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, license, divestiture or disposition of such of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto (a “Divestiture Action”), and (ii) entering into such other arrangements, including arrangements involving a conduct remedy, as are necessary or advisable in order to avoid the entry of any injunction, temporary restraining order or other order in any suit or proceeding, in each case, which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby or of delaying such consummation until after the Termination Date, so long as such Divestiture Actions and other arrangements are commercially reasonable steps in the aggregate. In addition, Purchaser, Grupo Bimbo and Seller shall defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that such litigation in no way limits the obligation of Purchaser or Grupo Bimbo to use its reasonable best efforts to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date. (c) Neither Purchaser, Grupo Bimbo nor Seller shall (and shall not permit any of their Affiliates to) enter into any transaction, or any agreement to effect any transaction involving any merger or acquisition of shares or assets that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition, or trade regulation Law, applicable to the transactions contemplated by this Agreement, (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby, or (iii) obtain all authorizations, consents, orders and approvals of Governmental Entities necessary for the consummation of the transactions contemplated by this Agreement. (d) In addition, with respect to matters not otherwise covered by Section 6.3(b), each of Purchaser and Seller shall, subject to the conditions and upon the terms of this Agreement, MRGA and ECDV and each of the Certain Affiliated Parties shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, actions necessary to carry out the intent and purposes of this Agreement and to do, or cause to be done consummate and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate make effective the Closing and the other Transactions transactions contemplated by this Agreement as promptly as practicable including, but not limited to the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closingpracticable. (be) Prior to From the date of this Agreement until the Closing, each party Seller shall as promptly consult with as reasonably practicable after becoming aware thereof notify Purchaser in writing of: (i) any notice from any Person alleging that the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (consent of such Person is or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity may be required in connection with the transactions contemplated by this Agreement; or (ii) any Proceeding commenced or, to the Knowledge of Seller, threatened against, relating to or involving or otherwise affecting Seller or the Companies that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.12 (Litigation) or that relates to the consummation of the transactions contemplated by this Agreement. (f) Purchaser’s receipt of information pursuant to this Section 6.3 shall not operate as a waiver or otherwise affect any right of Purchaser under this Agreement, including pursuant to Article IX (Conditions), Article X (Termination) and Article XI (Indemnification), or any representation, warranty or agreement of Seller in this Agreement and shall not be deemed to amend or supplement the Transactions. Each party hereto shall promptly provide the other parties with copies of any communication received by such party from any Governmental Entity regarding any of the TransactionsSchedules.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Buyer and ECDV and each of the Certain Affiliated Parties Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions Merger as promptly as practicable includingpracticable, but not limited to including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions Merger and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to ClosingAuthorities. (b) Prior If any party hereto or Affiliate thereof receives a request for information or documentary material from any Governmental Authorities with respect to this Agreement or the ClosingMerger, each then such party shall promptly consult endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties hereto party, an appropriate response in compliance with respect tosuch request. (c) Without limiting the generality of the undertakings set forth in this Section 4.5, provide Buyer and the Company, as applicable, shall use their respective reasonable best efforts to (i) file as soon as practicable notifications under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR Act”) and under any applicable foreign anti-trust laws to permit consummation of the Merger, (ii) make all necessary information applications, filings and/or notifications as soon as practicable with respect tothe New York Public Service Commission (the “NYPSC”), including a request for issuance of an NYPSC 90-day approval letter, and provide the other parties Federal Communications Commission (“FCC”) to permit consummation of the Merger, and (iii) respond as promptly as practicable to any inquiries received from the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, the NYPSC, the FCC, and any State Attorney General or their respective counsel) with copies of, all filings made by such party with any Governmental Entity applicable foreign governmental antitrust authority or any other information supplied by such party to a Governmental Entity for additional information or documentation. (d) Notwithstanding the foregoing or any other covenant contained herein, in connection with this Agreement the receipt of any necessary approvals from Governmental Authorities, including under the HSR Act or under any applicable foreign anti-trust laws, nothing shall require Buyer to (i) divest or hold separate any material part of its or the Company’s businesses or operations (or of a combination of Buyer’s and the Transactions. Each party hereto shall promptly provide Company’ businesses or operations) or (ii) agree not to compete in any geographic area or line of business or agree to take, or not to take, any other action or comply with any other term or condition, in such a manner as would reasonably be expected to result in a material adverse effect on the other parties with copies business, financial condition, assets, liabilities, or results of any communication received by such party from any Governmental Entity regarding any operations of Buyer or the TransactionsCompany.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA the Purchaser and ECDV and each of the Certain Affiliated Parties Seller shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions transactions as promptly as practicable including, but not limited to the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide inform the other parties with copies others of any communication received by such party from any Governmental Entity regarding any of the Transactionstransactions contemplated by this Agreement. If any party or its Affiliate receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after reasonable consultation with the other party, an appropriate response in compliance with such request. (c) The Seller, on the one hand, and the Purchaser, on the other hand, shall, and shall cause its Affiliates to, promptly file or cause to be filed all necessary filings of Governmental Entities, including, but not limited to, (i) filing within ten (10) Business Days of the date of this Agreement all required filings under the HSR Act, and (ii) submissions of additional information requested by the FTC, DOJ, state attorney general or any other Governmental Entity. Each of the Purchaser and the Seller further agrees that it shall, and shall cause its Affiliates to, comply with any applicable post-Closing notification or other requirements of any antitrust, trade competition, investment or control reporting or similar law or regulation of any Governmental Entity with competent jurisdiction. Each of the Purchaser and the Seller agrees to cooperate with and promptly to consult with, to provide any reasonably available information with respect to, and to provide, subject to appropriate confidentiality provisions, copies of all presentations and filings to any Governmental Entity to the other party or its counsel. (d) In addition to the agreements set forth in (c) above, the parties shall use their reasonable best efforts to ensure that the consents, approvals, waivers or other authorizations from the Governmental Entities, including without limitation, any antitrust clearance by FTC, DOJ, or any state attorney general under the HSR Act, are obtained as promptly as practicable, and that any conditions set forth in or established by any such consents, clearances, approvals, waivers or other authorizations from Governmental Entities are wholly satisfied. In fulfillment of this covenant, each party agrees, among other steps or actions and without limiting the scope of each party’s obligations, to comply at the earliest reasonable practicable date with any request under the HSR Act or other antitrust Laws for additional information, documents, or other materials received by each party from the FTC, DOJ, state attorney general or any other Governmental Entity in respect of such filings or such transactions; and cooperate in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, DOJ, state attorney general or other Governmental Entity under any antitrust laws with respect to any such filing. (e) The Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to (i) maintain in effect the Financing and the Commitment Letter, (ii) enter into definitive financing arrangements with respect to the Financing, so that such arrangements are in effect as promptly as practicable but in any event no later than the Closing, (iii) consummate the Financing at or prior to Closing. In the event that any or all of the borrowings or amounts provided pursuant to the Commitment Letter are unavailable for any reason in the amount specified therein, the Purchaser shall use its reasonable best efforts to obtain replacement financing from alternative sources as promptly as practical but in any event no later then the Closing . The Purchaser shall keep the Seller reasonably informed of material developments in respect of the Financing relating thereto. Prior to the Closing, the Purchaser shall not agree to, or permit, any amendment or modification of, or waiver under any documentation relating to the Financing in any material aspect adverse (including without limitation by adding additional conditions or terms) to the Seller without the prior written consent of the Seller.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Sellers and ECDV and each of the Certain Affiliated Parties Purchaser shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable lawsApplicable Laws) to consummate the Closing and the other Transactions and perform all Ancillary Agreements as promptly as practicable including, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof September 25, 2005 that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Prior In addition to and without limiting the agreements of the Parties contained above, Purchaser and each Seller shall: (i) cooperate with each other in connection with resolving any investigation or other inquiry concerning the Transactions commenced by any other Governmental Entity; (ii) use all commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the Closing, each party shall promptly consult with Transactions under any antitrust law; and (iii) advise the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide the other parties with copies of any material communication received by such party from any Governmental Entity regarding any of the Transactions.

Efforts and Actions to Cause Closing to Occur. (a) Prior to From and after the Closingdate of this Agreement, upon the terms and subject to the terms and conditions of this Agreement, MRGA the Purchasing Parties and ECDV and each of the Certain Affiliated Parties Seller shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable lawsLaws) to consummate effect the Closing and consummate the other Transactions as promptly as practicable includingfollowing the date of this Agreement, but not limited to which efforts include the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers Consents by any third party or Governmental Entity. In addition, no party hereto neither Party shall take any action or cause or permit any of its Affiliates to take any action after the date hereof of this Agreement that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Prior Each Party shall promptly (and in any event within 48 hours after receipt) inform the other of, and furnish to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with Party copies of, all filings made by such party with any Governmental Entity communication, correspondence or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide the other parties with copies of any communication filing received by such party Party from any Governmental Entity regarding any of the Transactions. If any Party or its Affiliate receives a request for additional information or documentary material from any such Governmental Entity with respect to the Transactions, then such Party shall, or shall cause its Affiliate to, as soon as reasonably practicable, but after providing the other Party with a reasonable opportunity to review and comment, deliver an appropriate response to the applicable Governmental Entity in compliance with such request. Neither Party shall participate, or cause or permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigations or inquiries concerning this Agreement unless it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate in such meeting. (c) The Seller, on the one hand, and the Purchasing Parties, on the other hand, shall, and shall cause their respective Affiliates to, promptly file or cause to be filed all filings with Governmental Entities required in order to consummate the transactions contemplated hereby, including (i) filing within 15 Business Days of the date of this Agreement all required filings under the HSR Act, (iii) any applicable foreign antitrust or competition Law filings and (iii) submissions of additional information requested by the FTC, DOJ, state attorney general or any other Governmental Entity. Each of the Purchasing Parties and the Seller further agrees that it shall, and shall cause its Affiliates to, comply with any applicable post-Closing notification or other requirements of any antitrust, trade competition, investment or control reporting or similar Law or regulation of any Governmental Entity with competent jurisdiction. Each of the Purchasing Parties and the Seller agrees to cooperate with and promptly to consult with, to provide any reasonably available information with respect to, and to provide, subject to appropriate confidentiality provisions, copies of all presentations and filings to any Governmental Entity to the other party or its counsel. Each Party agrees not to extend any waiting period under the HSR Act or enter into any agreement with any Governmental Entity not to consummate the Transactions except with the prior written consent of the other Party. (d) In addition to the agreements set forth in Section 7.4(c), the Purchasing Parties and the Seller shall ensure that the Consents from Governmental Entities, including any antitrust clearance by FTC, DOJ, or any state attorney general under the HSR Act, or by the FDA or similar Governmental Entity, are obtained as promptly as practicable, and that any reasonable conditions set forth in or established by any such Consents are wholly satisfied.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser and ECDV and each of the Certain Affiliated Parties Seller shall use their 39 <PAGE> respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and to cooperate with each other in order to do, all things reasonably necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and at the other Transactions as promptly as practicable including, but not limited to time contemplated in Section 3.1 (including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from Consents of any Governmental Entity or and any other Person required and the taking of such other actions and the execution of such other documents as may be reasonably necessary to be obtained prior to Closingsatisfy the conditions set forth in Article VII). (b) Prior to the Closing, each party shall promptly consult with the other parties party hereto with respect to, provide any necessary information with respect to, and provide the other parties party (or their respective its counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the TransactionsAgreement. Each party hereto shall promptly provide the other parties party with copies of any written communication received by such party from any Governmental Entity regarding the Transaction. If any party hereto receives a request for additional information or documentary material from any such Governmental Entity with respect to the Transaction, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits are required as a result of the Transactionsexecution of this Agreement or the performance by the parties of their respective obligations hereunder, Seller and Purchaser shall use their reasonable efforts to effect such transfers, amendments or modifications and to cause the Company to effect such transfers, amendments or modifications. 40 <PAGE> (c) Each party agrees that it will not undertake any course of action inconsistent with the satisfaction of the requirements or conditions applicable to it set out in this Agreement and it will use its reasonable efforts to do all things and take such action as may be appropriate to enable it to comply with its obligations.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA the Purchaser Parties and ECDV and each of the Certain Affiliated Seller Parties shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable lawsLaws) to consummate the Closing and of the other Transactions as promptly as practicable includingpracticable, but not limited to including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvalsConsents, authorizations, consents, ordersOrders, licenses, permits, qualifications, qualifications or exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto Party (nor any of their respective Affiliates) shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent Consent from any Governmental Entity or other Person required to be obtained prior to Closing. Nothing contained in this Agreement shall require the Seller Parties to pay any material consideration to any other Person from whom any such Consents, Orders, licenses, permits, qualifications or exemptions is requested. (b) Prior to the Closing, each party Party shall promptly consult with the other parties hereto Party with respect to, to and provide any necessary information with respect to, and provide to all filings to be made by the other parties (or their respective counsel) with copies of, all filings made by such party Party with any Governmental Entity or any other information supplied by such party Party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto Party shall promptly provide inform each of the other parties with copies Parties of any communication received by such party Party from any Governmental Entity regarding any of the Transactions. If any Party or Affiliate thereof receives a request for information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such Party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation of such Parties' counsel with the other Parties' counsel, an appropriate response in compliance with such request. (c) In addition to and without limiting the agreements of the Parties contained above, the Purchaser Parties and the Seller Parties shall (i) take promptly all actions necessary to make the filings required of them or any of their respective Affiliates under Antitrust Law, (ii) comply at the earliest practicable date with any request for additional information or documentary material received by any Purchaser Party, Seller Party or any of their respective Affiliates from any Antitrust Administrator pursuant to any Antitrust Law or from any state attorney general or other Governmental Entity in connection with antitrust matters, (iii) cooperate with each other in connection with any filing under any Antitrust Law and in connection with resolving any investigation or other inquiry concerning the Transactions commenced by any Antitrust Administrator, any state attorney general or any other Governmental Entity, (iv) use their best efforts to resolve such objections, if any, as may be asserted with respect to the Transactions under any Antitrust Law and (v) advise the other Parties' counsel promptly of any material communication received by such Party from any Antitrust Administrator, any state attorney general or any other Governmental Entity regarding any of the Transactions. Concurrently with the filing of notifications under any Antitrust Law or as soon thereafter as practicable, the Seller Parties and the Purchaser Parties shall each request early termination of any waiting period or any corresponding provision of any Antitrust Law; provided, however that notwithstanding anything to the contrary contained herein, no Purchaser Party or Seller Party (nor their respective ultimate parent entities, as such term is used in the Antitrust Law), shall be required to disclose to the Other Party, any information contained in any form filed in respect of any Antitrust Law, which such party, in its sole and reasonable discretion, deems confidential. With regard to the Purchaser Parties, "best efforts" for purposes of Section 7.3(c)(iv) shall not include (x) proffering any Purchaser Party's willingness to accept an Order providing for the divestiture by the Purchaser Parties of such Properties, assets, operations, or businesses of the Purchaser Parties or the Textile Business (as are necessary to permit the Purchaser Parties to consummate the Transactions, including an offer to hold separate such Properties, assets, operations or businesses pending any such divestiture), or (y) the Purchaser Parties' willingness to accept such other conditions, restrictions, limitations, or agreements affecting the Purchaser Parties' full rights or ownership of the Purchased Assets, the Purchased Intellectual Property, the Shares as may be necessary to resolve such objections, if any, as may be asserted by any Antitrust Administrator, any state attorney general or any other Governmental Entity with respect to the Transactions under any Antitrust Law. The Purchaser Parties and the Seller Parties shall consult regularly with each other in advance and from time to time regarding the conduct and status of any filings with Governmental Entities.

Efforts and Actions to Cause Closing to Occur. (a) 10.8.1 Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA and ECDV and each of the Certain Affiliated Parties shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable lawsLaws) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary necessary, proper or advisable to obtain any requisite required approvals, authorizations, consentsConsents, orders, licensesLicenses, permitsPermits, bonds related thereto, qualifications, exemptions or waivers exemptions, waivers, certificates, franchises and registrations by any third party or Governmental EntityAuthority. In addition, no party neither Party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval permission or consent Consent from any Governmental Entity Authority or other Person required to be obtained prior to Closing. (b) 10.8.2 Prior to the Closing, each party Party shall promptly consult with notify the other parties hereto with respect toother, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party Party with any Governmental Entity or any other information supplied by such party to a Governmental Entity Authority in connection with this Agreement and the Transactions. Each party Party hereto shall promptly provide the other parties Party with copies of any written communication received by such party Party from any Governmental Entity Authority regarding any of the Transactions. If either Party or an Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to any of the Transactions, then such Party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after notification to the other Parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including the Permits and bonds related thereto) are required as a result of the execution of this Agreement or consummation of any of the Transactions, Sellers and Parent shall use commercially reasonable efforts consistent with its obligations set forth in this Agreement to cooperate with Purchaser and provide commercially reasonable assistance as needed to effect such transfers, amendments or modifications. 10.8.3 Sellers and Parent shall use commercially reasonable efforts to obtain, at or prior to the Closing, an unconditional release of any Encumbrance, mortgage or lien other than the Permitted Encumbrances, on the Assets.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the ClosingEffective Time, upon the terms and subject to the conditions of this Agreement, MRGA Parent and ECDV and each of the Certain Affiliated Parties Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable lawsApplicable Laws) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permitsPermits, qualifications, exemptions or waivers by any third party Third Party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Prior to the ClosingEffective Time, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide inform the other parties with copies of any written communication received by such party from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of Permits (including environmental Permits) are required as a result of the execution of this Agreement or consummation of any of the Transactions, the Company shall use its best efforts to effect such transfers, amendments or modifications. (c) Notwithstanding the foregoing or any other covenant herein contained, nothing in this Agreement shall be deemed to require Parent (i) to divest or hold separate any assets or agree to limit its future activities, method or place of doing business, (ii) to commence any litigation against any entity in order to facilitate the consummation of any of the Transactions, or (iii) to defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of, or impose limitations on, any of the Transactions.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the ClosingEffective Time, upon the terms and subject to the conditions of this Agreement, MRGA Parent, Parent Americas and ECDV and each of the Certain Affiliated Parties Company shall use their respective reasonable best commercial efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things reasonably necessary, proper or advisable (subject to any applicable lawsApplicable Laws) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to to, the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permitsPermits, qualifications, exemptions or waivers by any third party Third Party or Governmental Entity. In addition, except as required by Applicable Law, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Prior to the ClosingEffective Time, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the TransactionsTransactions (other than any portion of such filing (or any exhibit thereto) which contains confidential information). Each party hereto shall promptly provide inform the other parties with copies of any written communication received by such party from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of Permits (including environmental Permits) are required as a result of the execution of this Agreement or consummation of any of the Transactions, the Company shall use its best efforts to effect such transfers, amendments or modifications. (c) In addition to and without limiting the agreements of the parties contained above, the Company, Parent and Parent Americas shall: (i) take promptly all actions reasonably necessary to make the filings required of them or any of their Affiliates under the HSR Act; (ii) comply at the earliest practicable date with any request for additional information or documentary material received by the Company or Parent and Parent Americas or any of their Affiliates from the FTC or the DOJ pursuant to the HSR Act or from any state Attorney General or other Governmental Entity in connection with antitrust matters; (iii) cooperate with each other in connection with any filing under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Transactions commenced by the FTC, DOJ, any state Attorney General or any other Governmental Entity; (iv) use all commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the Transactions under any antitrust law; and (v) advise the other parties promptly of any material communication received by such party from the FTC, DOJ, any state Attorney General or any other Governmental Entity regarding any of the Transactions, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the FTC, DOJ, any state Attorney General or any other Governmental Entity in connection with the Transactions. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent and Parent Americas shall each request early termination of the HSR Act waiting period. (d) Notwithstanding the foregoing or any other covenant herein contained, in connection with the receipt of any necessary approvals under the HSR Act, neither the Company nor any of the Company Subsidiaries shall be entitled or required to divest or hold separate or otherwise take or commit to take any action that limits Parent’s and Parent Americas’ freedom of action with respect to, or its ability to retain, the Company’s assets, without Parent’s and Parent Americas’ prior written consent. (e) Notwithstanding the foregoing or any other covenant herein contained, nothing in this Agreement shall be deemed to require Parent and Parent Americas or the Company (i) to divest or hold separate any assets or agree to limit its future activities, method or place of doing business, (ii) to commence any litigation against any entity in order to facilitate the consummation of any of the Transactions, (iii) to defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of, or impose limitations on, any of the Transactions or (iv) agree to any conditions relating to, or changes or restriction in, the operations of any such asset or businesses which, in either case could reasonably be expected to result in a Material Adverse Effect on Parent and Parent Americas or a Material Adverse Effect on the Company or to materially and adversely impact the economic or business benefits to such party of the Transactions.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Parent, Parent Bank, Company Bank and ECDV and each of the Certain Affiliated Parties Company shall in good faith use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable includingpracticable, but not limited to including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental EntityEntity that may be or may become necessary for the consummation of the Closing, (ii) defending all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the Closing, and (iii) causing to be lifted or rescinded any injunction, decree, ruling, order or other action of any Governmental Entity adversely affecting the ability of the parties to consummate the Closing. The parties hereto agree to make, or cause to be made, all appropriate applications, filings, notifications and reports required to obtain the Required Regulatory Approvals within 15 Business Days after the date of this Agreement. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. Nothing contained in this Agreement shall require any party hereto to pay any consideration to any other Person (other than nominal filing and application fees to Governmental Entities) from whom any such approvals, authorizations, consents, orders, licenses, permits qualifications, exemptions or waivers are requested. (b) Prior If any party hereto or Affiliate thereof receives a request for information or documentary material from any Governmental Entity with respect to this Agreement or any of the Closingtransactions contemplated hereby in respect of a Required Regulatory Approval, each or otherwise, then such party shall promptly consult endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. (c) The parties hereto shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with respect toobtaining the requisite approvals, provide any necessary information consents or orders of each applicable Governmental Entity, including: (i) cooperating with respect to, and provide each other in connection with filings required to obtain the Required Regulatory Approvals; (ii) furnishing to the other parties (party all responsive documents within its possession that is required for any application or their respective counsel) with copies of, all filings other filing to be made by such the other party in connection with obtaining the Required Regulatory Approvals; (iii) promptly notifying each other of any communications from or with any Governmental Entity with respect to the transactions contemplated by this Agreement; (iv) in the case of Parent Bank, effecting the sale or disposition of, or arranging to hold separate, assets or businesses, or categories of assets or businesses, or taking such other steps as necessary to avoid or eliminate each and every impediment under any other information supplied law that may be asserted by such party to a Governmental Entity any Regulatory Agency in connection with this Agreement the Required Regulatory Approvals, in each case to the extent necessary or required to consummate the Closing; provided, that (A) any such sale, disposition or other steps with respect to any assets or business of Company Bank would not have, in the aggregate, a Material Adverse Effect on Company Bank or (B) any such sale, disposition or other steps with respect to any assets or business of Parent or Parent Bank would not have, in the aggregate, a Material Adverse Effect on Company Bank if taken with respect to a comparable amount of assets or business of Company Bank; and (v) consulting and the Transactions. Each cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto shall promptly provide in connection with proceedings relating to the other parties with copies of any communication received by such party from any Governmental Entity regarding any of the TransactionsRequired Regulatory Approvals.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA and ECDV and each of the Certain Affiliated Parties Gateway, Merger Sub and eMachines shall also use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing Merger and the other Transactions as promptly as practicable practicable, including, but not limited to to, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity including, without limitation: (i) Notification and Report Forms with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) as required by the HSR Act, (ii) any other filing necessary to obtain any necessary consent of a Governmental Entity. In addition, no party hereto shall take (iii) filings under any action after other comparable pre-merger notification forms required by the date hereof that could reasonably be expected to materially delay merger notification or control laws of any applicable jurisdiction, as agreed by the obtaining ofparties hereto, and (iv) any filings required under the Securities Act, the Exchange Act, any applicable state or securities or “blue sky” laws and the securities laws of any foreign country, or result in not obtaining, any permission, approval or consent from other legal requirements relating to the Merger and the Transactions. Each of Gateway and eMachines will cause all documents that it is responsible for filing with any Governmental Entity or other Person required under this Section 4.3(a) to be obtained prior to Closingcomply in all material respects with all applicable legal requirements. (b) Prior eMachines shall use its commercially reasonable efforts, and shall cause each Subsidiary to use its commercially reasonable efforts, to obtain, prior to the Closing, the unconditional consent to the Closing and the Transactions of each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity each Contract including, without limitation, those consents listed in connection with this Agreement and the Transactions. Each party hereto shall promptly provide the other parties with copies of any communication received by such party from any Governmental Entity regarding any Section 4.3(b) of the TransactionseMachines Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered to the Gateway and Merger Sub at or prior to the Closing in accordance with Section 5.2(e).

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser and ECDV and each of the Certain Affiliated Parties Seller shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable includingpracticable, but not limited to including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. Nothing contained in this Agreement shall require Seller or the Company to pay any consideration to any other Person from whom any such approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waiver is requested, or to consent to or accept any divestiture or operational limitation in connection with the Transactions. (b) Prior to the Closing, each party shall promptly consult with the other parties party hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide the other parties party with copies of any communication received by such party from any Governmental Entity regarding any of the Transactions. If any party hereto receives a request for information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. (c) In addition to and without limiting the agreements of the parties contained above, each of Purchaser and Seller shall make the filings required of them under the HSR Act as soon as is practicable, and shall use reasonable best efforts to do so within two business days of the date hereof and concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, request early termination of the HSR Act waiting period.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser and ECDV and each of the Certain Affiliated Parties Sellers shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions Transaction as promptly as practicable includingpracticable, but not limited to including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions Transaction and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. Nothing contained in this Agreement shall require the Sellers or the Company to pay any consideration to any other Person from whom any such approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waiver is requested. (b) Prior In addition to and without limiting the Closingagreements of the parties contained above, each party shall Purchaser and Sellers shall: (i) take promptly consult with all actions necessary to make the other parties hereto with respect to, provide filings required of them or any necessary information with respect to, and provide the other parties (or of their respective counselAffiliates under any law, (ii) with copies of, all filings made by such party comply at the earliest practicable date with any Governmental Entity request for additional information or documentary material received by the Company, Purchaser, Sellers or any of their respective Affiliates from any state attorney general or other information supplied by such party to a Governmental Entity in connection with this Agreement and antitrust matters, (iii) cooperate with each other in connection with resolving any investigation or other inquiry concerning the Transactions. Each party hereto shall promptly provide Transaction commenced by any state attorney general or any other Governmental Entity, (iv) use their best efforts to resolve such objections, if any, as may be asserted with respect to the Transaction under any antitrust law, and (v) advise the other parties with copies promptly of any material communication received by such party from any state attorney general or any other Governmental Entity regarding the Transaction, and of any of understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with any Governmental Entity in connection with the TransactionsTransaction.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser and ECDV and each of the Certain Affiliated Parties Seller shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable includingpracticable, but not limited to including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall and Seller shall cause the Company not to take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. Nothing contained in this Agreement shall require Seller, the Company or Purchaser to pay any consideration to any other Person from whom any such approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waiver is requested. (b) Prior to the Closing, each party shall promptly consult with the other parties party hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide inform the other parties with copies of any communication received by such party from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. (c) In addition to and without limiting the agreements of the parties contained above, Purchaser and Seller shall (i) take promptly all actions necessary to make the filings required of them or any of their Affiliates under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information or documentary material received by the Company, Purchaser, Seller or any of their Affiliates from the FTC or the DOJ pursuant to the HSR Act or from any state Attorney General or other Governmental Entity in connection with antitrust matters, (iii) cooperate with each other in connection with any filing under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Transactions commenced by the FTC, DOJ, any state Attorney General or any other Governmental Entity, (iv) use their best efforts to resolve such objections, if any, as may be asserted with respect to the Transactions under any antitrust law and (v) advise the other parties promptly of any material communication received by such party from the FTC, DOJ, any state Attorney General or any other Governmental Entity regarding any of the Transactions, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the FTC, DOJ, any state Attorney General or any other Governmental Entity in connection with the Transactions. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, Seller and Purchaser shall each request early termination of the HSR Act waiting period. With regard to Purchaser, "best efforts" for purposes of Section 5.3(c)(iv) shall include, without limitation, at the request of Seller, proffering Purchaser's willingness to accept an order providing for the divestiture by Purchaser of such properties, assets, operations, or businesses of Purchaser or Seller as are necessary to permit Purchaser to consummate the transactions contemplated by this Agreement, including, without limitation, an offer to hold separate such properties, assets, operations or businesses pending any such divestiture, and Purchaser's willingness to accept such other conditions, restrictions, limitations, or agreements affecting Purchaser's full rights or ownership of the Shares as may be necessary to resolve such objections, if any, as may be asserted by the FTC, DOJ, any state Attorney General or any other Governmental Entity with respect to the Transactions under any antitrust law.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Buyer and ECDV and each of the Certain Affiliated Parties Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions Merger as promptly as practicable includingpracticable, but not limited to including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions Merger and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to ClosingAuthorities. (b) Prior If any party hereto or Affiliate thereof receives a request for information or documentary material from any Governmental Authorities with respect to this Agreement or the ClosingMerger, each then such party shall promptly consult endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties hereto party, an appropriate response in compliance with respect tosuch request. (c) Without limiting the generality of the undertakings set forth in this Section 4.5, provide Buyer and the Company, as applicable, shall use their respective reasonable best efforts to (i) file as soon as practicable notifications under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR Act”) and under any applicable foreign anti-trust laws to permit consummation of the Merger, (ii) make all necessary information applications, filings and/or notifications as soon as practicable with respect tothe New York Public Service Commission (the “NYPSC”), including a request for issuance of an NYPSC 90-day approval letter, and provide the other parties Federal Communications Commission (“FCC”) to permit consummation of the Merger, and (iii) respond as promptly as practicable to any inquiries received from the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, the NYPSC, the FCC, and any State Attorney General or their respective counsel) with copies of, all filings made by such party with any Governmental Entity applicable foreign governmental antitrust authority or any other information supplied by such party to a Governmental Entity for additional information or documentation. (d) Notwithstanding the foregoing or any other covenant contained herein, in connection with this Agreement the receipt of any necessary approvals from Governmental Authorities, including under the HSR Act or under any applicable foreign anti-trust laws, nothing shall require Buyer to (i) divest or hold separate any material part of its or the Company’s businesses or operations (or of a combination of Buyer’s and the Transactions. Each party hereto shall promptly provide Company’ businesses or operations) or (ii) agree not to compete in any geographic area or line of business or agree to take, or not to take, any other action or comply with any other term or condition, in such a manner as would reasonably be expected to result in a material adverse effect on the other parties with copies business, financial condition, assets, liabilities, or results of any communication received by such party from any Governmental Entity regarding any operations of Buyer or the TransactionsCompany.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA and ECDV Purchaser, Parent and each of the Certain Affiliated Parties Seller Party shall use their respective all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable includingpracticable, but not limited to including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are reasonably necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. Nothing contained in this Agreement (except as provided in clause (d) below) shall require any Seller Party or Company to pay any material consideration to any other Person from whom any such approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waiver is requested. (b) Prior to the Closing, each party shall promptly consult with the other parties party hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide inform the other parties with copies of any communication received by such party from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. (c) In addition to and without limiting the agreements of the parties contained above, Purchaser, Parent and each Seller Party shall (i) take promptly all actions necessary to make the filings required of them or any of their Affiliates under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information or documentary material received by Purchaser, any Seller, any Company or any of their respective Affiliates from the FTC or the DOJ pursuant to the HSR Act or from any state Attorney General or other Governmental Entity in connection with antitrust matters, (iii) cooperate with each other in connection with any filing under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Transactions commenced by the FTC, DOJ, any state Attorney General or any other Governmental Entity, (iv) use all reasonable efforts to resolve such objections, if any, as may be asserted with respect to the Transactions under any antitrust law and (v) advise the other parties promptly of any material communication received by such party from the FTC, DOJ, any state Attorney General or any other Governmental Entity regarding any of the Transactions, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the FTC, DOJ, any state Attorney General or any other Governmental Entity in connection with the Transactions. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, each Seller and Purchaser shall each request early termination of the HSR Act waiting period. Notwithstanding the foregoing with regard to Purchaser, “all reasonable efforts” for purposes of Section 5.3(c)(iv) shall not require acceptance of any order providing for the divestiture by Purchaser of such properties, assets, operations, or businesses of Purchaser or any Seller or the holding separate of such properties, assets, operations or businesses pending any such divestiture. (d) The Seller Parties shall use their commercially reasonable efforts to assign all licenses set forth on Schedule 5.3(d) to the Companies, and any costs associated with such assignments exceeding $25,000 in the aggregate shall be at Seller Parties’ expense; provided that if the Seller Parties do not obtain such assignment of any such license within five (5) days prior to the Closing Date, Seller Parties at their expense shall purchase new licenses for the benefit of the Companies or shall indemnify Purchaser for any losses arising therefrom on substantially the same terms as currently licensed; and provided further, that if this Agreement is terminated due to a willful or intentional breach by Parent or Purchaser, Purchaser and Parent shall be responsible for the costs and expenses incurred by the Seller Parties under this Section 5.3(d).

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser, Parent and ECDV and each of the Certain Affiliated Parties Seller shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide inform the other parties with copies of any communication received by such party from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of any of the Transactions, Parent and Seller shall use commercially reasonable efforts to effect such transfers, amendments or modifications as soon as reasonably practicable. (c) Parent and Seller shall use diligent and commercially reasonable efforts to obtain, prior to the Closing, (i) the unconditional consent to the Closing and the other Transactions of each lender to whom Parent (solely with respect to the Seller or any of the Assets) or Seller owes any Indebtedness if such consent is required under the instrument evidencing such Indebtedness, (ii) the unconditional release of each Person holding a mortgage or lien on any of the Assets; (iii) the unconditional consent to the Closing and the other Transactions of each lessor under each Lease relating to Real Property; (iv) the Required Contract Consents, and (v) the unconditional consent to the Closing and the other Transactions of each other party to each material contract (other than contracts included as a Required Contract Consent) with Parent (solely with respect to the Seller or any of the Assets) or Seller but only if and to the extent the failure to obtain such consent would materially and adversely affect the Parent or Seller, or the ability of Parent, Seller or Purchaser to consummate the Transactions or of Purchaser to conduct the business of Seller relating to the Assets following the Closing in substantially the same manner as conducted by Seller prior to the Closing. All such releases and consents shall be in writing and executed counterparts thereof shall be delivered to Purchaser at or prior to the Closing. (d) In addition to and without limiting the agreements of the parties contained above, Parent, Seller and Purchaser shall take promptly all actions necessary to make the filings required of them or any of their Affiliates under the HSR Act (if any) and use all commercially reasonable efforts to resolve such objections, if any, that may be asserted with respect to the Transactions under any antitrust law. (e) Nothing in this Agreement shall be deemed to require any party (i) to divest or hold separate any assets or agree to limit its future activities, method or place of doing business (except as specifically set forth in this Agreement), (ii) to commence any litigation against any entity in order to facilitate the consummation of any of the Transactions or (iii) to defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of, or impose limitations on, any of the Transactions.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser, Purchaser Subsidiary, Seller and ECDV and each of the Certain Affiliated Parties Seller Subsidiary shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide the other parties with copies of any communication received by such party from any Governmental Entity regarding any of the Transactions. (c) Seller shall use its best efforts to obtain the release of the liens and judgments described in Section 3.3 of the Disclosure Schedule (other than tax liens, which shall be discharged in accordance with (i) below) and otherwise shall obtain, prior to the Closing, (i) the unconditional release of each Person holding a tax or other lien (other than those liens, excepting tax liens, and judgments described in Section 3.3 of the Disclosure Schedule) on property owned or leased by Seller or Seller Subsidiary and (ii) the unconditional consent to the Closing and the other Transactions of each other party to each material contract with Seller or Seller Subsidiary. All such releases and consents, to the extent obtained, shall be in writing and executed counterparts thereof shall be delivered to Purchaser at or prior to the Closing.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Dearborn, the Sellers and ECDV and each of the Certain Affiliated Parties Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consentsConsents, orders, licenses, permitsPermits, qualifications, exemptions or waivers by any third party or Governmental Entity, and (ii) the preparation of any documents requested by the Purchaser in order to facilitate financing of any of the Transactions. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent Consent from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide the other parties with copies of any communication received by such party from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of Permits (including environmental Permits) are required as a result of the execution of this Agreement, the other Documents or consummation of any of the Transactions, the Sellers and the Company shall use their best efforts to effect such transfers, amendments or modifications. (c) The Company and the Sellers shall use their respective best efforts to obtain, prior to the Closing; (i) the Consent to the Closing and the other Transactions of each Person holding a mortgage or lien on real property or personal property owned or leased by the Company and the termination of any associated Liens; (ii) the Consent to the Closing and the other Transactions of each lessor of real or personal property leased by the Company; (iii) the Consent to the Closing and the other Transactions of the issuer of each insurance policy referred to in the Disclosure Schedule and (iv) the Consent to the Closing and the other Transactions of each other party to each Contract with the Company. All such Consents shall be in writing and executed counterparts thereof shall be delivered to the Purchaser at or prior to the Closing. (d) In addition to and without limiting the agreements of the parties contained above, the Company, Dearborn and the Sellers shall (i) take promptly all actions necessary to make the filings required of them or any of their Affiliates under the HSR Act and (ii) cooperate with each other in connection with any filing under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Transactions commenced by the FTC, DOJ, any state Attorney General or any other Governmental Entity. (e) Notwithstanding the foregoing or any other covenant herein contained, nothing in this Agreement shall be deemed to require any party to this Agreement or any of their respective Affiliates (i) to divest or hold separate any assets or agree to limit its future activities, method or place of doing business, (ii) to commence any litigation against any entity in order to facilitate the consummation of any of the Transactions or (iii) to defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of, or impose limitations on, any of the Transactions. (f) The Sellers shall, and shall cause the Company to, take, at no expense to the Sellers or the Company, all reasonable action requested by the Purchaser or InfraSource, as the Purchaser or InfraSource may reasonably request for the purpose of amending the InfraSource Credit Agreement as contemplated by Section 7.2(l).

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser and ECDV and each of the Certain Affiliated Parties Seller shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable practicable, including, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity, (ii) defending all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the Closing, and (iii) causing to be lifted or rescinded any ruling, Order or other action of any Governmental Entity adversely affecting the ability of the parties to consummate the Closing, provided that, without Purchaser’s consent, Seller shall not enter into any settlement with holders or purported holders of any securities or rights to acquire securities of Seller or any of its Affiliates in connection with the transactions contemplated by this Agreement unless such settlement does not have any adverse effect on the Business, Purchaser or on Seller’s ability to satisfy its Closing obligations under this Agreement. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Prior If any party hereto or Affiliate thereof receives a request for information or documentary material from any Governmental Entity with respect to this Agreement or any of the Closingtransactions contemplated hereby, each then such party shall promptly consult endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. (c) The parties hereto shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with respect toobtaining the requisite approvals, provide consents or Orders of each applicable Governmental Entity, including, without limitation: (i) cooperating with each other in connection with filings under the Exchange Act and the rules and regulations promulgated thereunder and the NASDAQ rules; (ii) cooperating with each other in connection with any necessary information with respect to, filings required under the HSR Act and provide any foreign investments Laws or any other antitrust Laws; (iii) furnishing to the other parties (party all information within its possession that is required for any application or their respective counsel) with copies of, all filings other filing to be made by such the other party pursuant to the HSR Act, any foreign investment Laws or any other antitrust Laws, including without limitation the Investment Canada Act, in connection with the transactions contemplated by this Agreement; (iv) promptly notifying each other of any communications from or with any Governmental Entity with respect to the transactions contemplated by this Agreement; (v) not agreeing to participate in any meeting or discussion with any other information supplied by such party to a Governmental Entity in connection with proceedings under or relating to the HSR Act, any foreign investment Laws or any other antitrust Laws, unless it consults with the other party in advance, and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; and (vi) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act, any foreign investment Laws or any other antitrust Laws. (d) Prior to Closing, each party shall, and Seller shall cause the Company to, use commercially reasonable efforts to obtain from any third party that is not a Governmental Entity any consents, licenses, waivers, approvals or authorizations and send any notices, in each case, which are required to be obtained, made or sent in connection with the execution, delivery and performance of this Agreement and or the Transactions. Each party hereto shall promptly provide consummation of the other parties with copies transactions contemplated by this Agreement (the “Third-Party Consents”); provided that no material modification of any communication received Contracts or entrance into new Contracts other than in the ordinary course of business consistent with past practice shall be made pursuant to this Section 5.7(d) without the prior written consent of Purchaser. (e) Notwithstanding the foregoing, this Section 5.7 shall not require Purchaser to, or to cause any of its Subsidiaries to, (i) provide any non-public information concerning its or its Subsidiaries’ operations to any other party hereto, (ii) make or agree to make any out-of-pocket payment other than application fees and other nominal payments or (iii) propose, negotiate, commit to and effect, by such party from consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any assets or businesses of Purchaser or any of its Subsidiaries or to otherwise take or commit to take actions that limit Purchaser’s or its Subsidiaries’ freedom of action with respect to, or its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or assets or otherwise make concessions to any Governmental Entity regarding relating to the conduct of the Business or any business of any of Purchaser or its Subsidiaries. Seller shall cause the TransactionsCompany and the Company Subsidiaries to not take any action described in clause (iii) without the consent of Purchaser. (f) Seller shall provide Purchaser with all data, certifications and information (including good faith projections) that Purchaser deems reasonably necessary for the firm referenced in Section 6.2(e) to be able to provide the opinion referenced therein (and Purchaser may, without liability hereunder or under the Confidentiality Agreement, provide such information to such firm). Purchaser shall use commercially reasonable efforts to obtain such opinion.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser, Sellers and ECDV and each of the Certain Affiliated Parties shall Company agree (i) to use their respective all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to dodone, all things necessary, proper or advisable (subject to any applicable lawsLegal Requirements) to consummate the Closing and the other Transactions as promptly as practicable includingpracticable, but not limited (ii) to execute any documents, instruments or conveyances of any kind which may be reasonably necessary or advisable to carry out any of the preparation Transactions, and filing of all forms(iii) to cooperate with each other in connection with the foregoing, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary including using their reasonable efforts (A) to obtain any requisite all necessary approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers (including the expiration or early termination of any applicable waiting period) by any third party or Governmental Entity, (B) to defend all actions challenging this Agreement or the consummation of the Transactions, (C) to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the Transactions, (D) to effect all necessary registrations and filings, including, without limitation, submissions of information requested by Governmental Entities, and (E) to fulfill all conditions to Closing set forth in this Agreement. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent (including the expiration or early termination of any applicable waiting period) from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Without limiting the generality of the foregoing: (i) Sellers and the Company shall use their commercially reasonable efforts to cause the Material Contracts listed in Section 5.4(b) of the Seller Disclosure Schedule that are by and between Sellers or any of their Affiliates (other than the Company or the Company Subsidiary) and a third party to be assigned to the Company during the period from the date hereof and through the Closing Date, so as to permit the Company to assume the rights and obligations under such Material Contracts, provided that in no event will Sellers or any of their Affiliates be required to make any payment to a third party not otherwise due and owing in connection with any such assignment (other than transfer fees or similar fees provided for in the terms of the Material Contract). (ii) Sellers and the Company shall also use their commercially reasonable efforts to obtain any consents or approvals required in connection with the consummation of the Transactions under any other Material Contract; provided that in no event will Sellers or any of their Affiliates be required to make any payment to a third party not otherwise due and owing in connection with any such consent or approval (other than transfer fees or similar fees provided for in the terms of the Material Contract). (iii) If any assignment or consent contemplated by this Section 5.4(b) is not obtained prior to the Closing, or if Purchaser and Parent agree in writing that an attempted assignment of a Material Contract would be ineffective or would adversely affect the rights thereunder so that the Company would not receive substantially all such rights, Sellers shall, and shall cause their Affiliates to, take commercially reasonable efforts so as to ensure that the Company would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Company, or under which Sellers would enforce, for the benefit of the Company and at the Company's expense, any third party's obligations. After the Closing, Sellers shall promptly pay to the Company all monies received by Sellers or any of their Affiliates with respect to such nonassignable Material Contracts or any benefit arising thereunder. (c) Prior to the Closing, Sellers and their Affiliates shall transfer to the Company all right, title and interest in and to the IP owned by them that is (i) listed on Section 3.21(a) of the Seller Disclosure Schedule or (ii) used exclusively by the Company or the Company Subsidiary. Such transfer shall be made pursuant to a written agreement in form and substance reasonably acceptable to Purchaser. (d) Prior to the Closing, Sellers and their Affiliates shall transfer to the Company all right, title and interest in and to the tangible assets owned by them that are listed on Section 3.23(b) of the Seller Disclosure Schedule or are located at the premises subject to the Sublease Agreements and used in the Purchased Business. Such transfer shall be made pursuant to a written agreement in form and substance reasonably acceptable to Purchaser. (e) Prior to the Closing, each party shall promptly consult with the other parties party hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party in writing to a Governmental Entity in connection with this Agreement and the Transactions. Each Prior to the Closing, each party hereto shall promptly provide the other parties party with copies of any written communication received by such party from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request or demand for information or documentary material from any such Governmental Entity with respect to any of the Transactions prior to the Closing, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request or demand. (f) In addition to and without limiting the agreements of the parties contained above, Purchaser and Parent shall: (i) take promptly all actions necessary to make the filings required of them or any of their Affiliates under the HSR Act; (ii) comply at the earliest practicable date with any request or demand for additional information or documentary material received by the Company, Purchaser, Sellers or any of their Affiliates from the FTC or the DOJ pursuant to the HSR Act or from any state Attorney General or other Governmental Entity in connection with antitrust matters; (iii) cooperate with each other in connection with any filing under the HSR Act, and in connection with resolving any investigation or other inquiry concerning the Transactions commenced by the FTC, DOJ, any state Attorney General or any other Governmental Entity; (iv) use their commercially reasonable efforts to resolve in a prompt manner such objections, if any, as may be asserted with respect to the Transactions under any antitrust law; and (v) advise the other parties promptly of any material communication received by such party from the FTC, DOJ, any state Attorney General or any other Governmental Entity regarding any of the Transactions, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the FTC, DOJ, any state Attorney General or any other Governmental Entity in connection with the Transactions. Concurrently with the filing of notifications under the HSR Act, or as soon thereafter as practicable, Parent and Purchaser shall each request early termination of the HSR Act waiting period.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser and ECDV and each of the Certain Affiliated Parties Seller shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity, and (ii) the preparation of any disclosure documents requested by Purchaser in order to facilitate financing of any of the Transactions. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions, subject in each case to compliance with the regulatory restrictions on the provision of such information to which Seller is subject. Each party hereto shall promptly provide the other parties with copies of any written communication received by such party from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of any of the Transactions, Seller shall use its commercially reasonable efforts to effect such transfers, amendments or modifications. (c) Seller shall use its commercially reasonable efforts to obtain, prior to the Closing, the unconditional consent to the Closing and the other Transactions of each other party to each contract included in the Assets and listed in Section 5.4 of the Disclosure Schedule, to the extent required by such contract. All such releases and consents shall be in writing and executed counterparts thereof shall be delivered to Purchaser at or prior to the Closing.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA the Purchasers, the Parent and ECDV and each of the Certain Affiliated Parties Sellers shall use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable lawsLaws) to consummate the Closing and the other Transactions transactions contemplated by this Agreement as promptly as practicable practicable, including, but not limited to to, the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by the Consents of any third party or Governmental Entity. In addition, no party hereto Party shall take (or cause its Subsidiaries or controlled Affiliates to take) any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Prior to the Closing, each party Each Party shall promptly consult with inform the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide the other parties with copies of any communication received by such party from any Governmental Entity regarding any of the Transactionstransactions contemplated by this Agreement. If any Party or its Affiliate receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement, then such Party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after reasonable consultation with the other Party, an appropriate response in compliance with such request.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser, Seller, TV and ECDV and each of the Certain Affiliated Parties License Co. shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable includingpracticable, but not limited to including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers from or by any third party or Governmental Entity. In additionWithout limiting the generality of the foregoing, no party hereto prior to the Closing, Seller, TV and License Co. shall take any action after the date hereof that could reasonably be expected use their commercially reasonable efforts to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent obtain a release of TV and License Co. from any Governmental Entity Page 38 and all claims, liabilities, damages, costs and expenses now existing or other Person required to be obtained prior to Closinghereafter arising out of or in connection with the Loan Documents. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the TransactionsTransactions (excluding public filings with the Securities and Exchange Commission). Each party hereto shall promptly provide the other parties (or their respective counsel) with copies of any written communication received by such party from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. (c) Without limiting the foregoing, TV, License Co. and Seller shall use their respective commercially reasonable efforts to obtain, prior to the Closing, all requisite consents to the Closing and the other Transactions including those set forth on Section 3.8 of the Disclosure Schedule; provided that TV, License Co. and Seller shall not be obligated to pay any monies or incur any liabilities in connection with obtaining any such consent unless Purchaser agrees in writing to pay the same. All such consents shall be in writing, and in form and substance reasonably satisfactory to Purchaser, and to the extent obtained prior to the Closing, executed counterparts thereof shall be delivered to Purchaser at or prior to the Closing. (d) In addition to and without limiting the agreements of the parties contained above, Seller and Purchaser shall: (i) take promptly all actions necessary to make the filings required of them or any of their Affiliates under the HSR Act; (ii) comply promptly with any request for additional information or documentary material received by Seller, Purchaser, or any of their Affiliates from the FTC or the DOJ pursuant to the HSR Act or from any state Attorney General or other Governmental Entity in connection with antitrust matters; (iii) cooperate with each other in connection with any filing under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Transactions commenced by the FTC, DOJ, any state Attorney General or any other Governmental Entity; and (iv) advise the other parties promptly of any material communication received by such party from the FTC, DOJ, any state Attorney General or any other Governmental Entity regarding any of the Transactions. Concurrently with the filing of notifications under the HSR Act, Seller and Purchaser shall each request early termination of the HSR Act waiting period. (e) Seller, TV and License Co. shall, and Seller shall cause TV and License Co. to, and Purchaser shall, promptly prepare one or more applications, as necessary, for the FCC Order (the "FCC APPLICATION") and shall file the FCC Application within ten Business Days of the execution of this Agreement. The parties shall prosecute the FCC Application with all reasonable diligence and otherwise use their commercially reasonable efforts to obtain the FCC Order as expeditiously as practicable. The parties further agree to prepare and file expeditiously any amendments to their respective portions of the FCC Application whenever such amendments are requested by the FCC or required by the rules of the FCC in order to maintain the continuing accuracy and completeness of the statements contained in the FCC Application. Copies of any amendments, filings, or correspondence pertaining to the FCC Application filed by one party shall be mailed simultaneously to the other party. To the extent any person or entity not a party to this Agreement shall contest or take any action to object to or interfere with any of the Transactions, the parties shall cooperate to the extent necessary to resolve such objection, including making vigorous opposition thereto, provided, however, that no party shall be required to participate in an evidentiary hearing or to appeal a grant of such objection and the denial of the FCC order to a court of appeals. Except as expressly provided herein, each party shall be responsible for and bear the expenses incurred by it in the preparation, filing and prosecution of its respective portions for the FCC Application, and all fees paid to the FCC in connection with the filing of the FCC Application shall be borne equally by Seller and Purchaser. (f) Notwithstanding anything to the contrary contained in this Agreement, in connection with any filing or submission required under the Communications Act, HSR Act or otherwise or action to be taken by the parties to consummate the Transactions: (i) neither TV nor License Co. shall, without Purchaser's prior written consent, commit to any divestiture transaction, or commit to alter its business or commercial practices in any way, (ii) neither Purchaser nor any of its Affiliates shall be required to (A) divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, TV, License Co. or any material portion thereof, or any of the businesses, product lines, properties or assets of Purchaser, any of its Affiliates, TV or License Co., or (B) alter or restrict in any way the business or commercial practices of Purchaser, any of its Affiliates, or TV or License Co. including (x) Page 40 agreeing or consenting to (or otherwise becoming subject to) any prohibition of, or limitation on, the acquisition, ownership, operation, effective control or exercise of full rights of ownership of any of their respective assets, or (y) terminating any of their existing relationships or contract rights or agreeing to forego any such relationships or rights, and (iii) none of Seller, Purchaser or any of their respective Affiliates shall be required to (A) defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of, or impose limitation on, any of the Transactions, or (B) commence or, except as otherwise set forth in this Agreement, settle any litigation against any entity in order to facilitate the consummation of any of the Transactions. (g) Purchaser shall not take any action that it knows or has reason to know would (i) disqualify Purchaser as a transferee of control of License Co. or as owner and operator of the Station or (ii) result in the dismissal, denial or designation for hearing of the FCC Application.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA IM and ECDV and each of the Certain Affiliated Parties Mentmore shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity, (ii) the preparation of any disclosure documents requested by Mentmore in order to facilitate obtaining its shareholders' approval, and (iii) the satisfaction of the other party's conditions to Closing. In addition, no party hereto shall take any action after the date hereof that could would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required necessary to be obtained prior to Closing. (b) Prior to the Closing, each party shall promptly consult with the other parties party hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide inform the other parties with copies others of any communication received by such party from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of any of the Transactions, BDM shall use its reasonable efforts to effect such transfers, amendments or modifications. (c) IM and Mentmore shall each use its reasonable efforts to obtain, prior to the Closing, all consents necessary to the consummation of the Transactions contemplated hereby as set forth in the Mentmore Disclosure Letter or the IM Disclosure Schedule, as previously agreed by the Parties including, without limitation, (i) the unconditional consent to the Closing and the other Transactions of each lender to whom Abbey (as relates to the ARM Assets), or Arcus, Britannia, or BDM or any of their respective Subsidiaries, owes in excess of (pound)100,000 as of the Closing Date, (ii) the unconditional consent to the Closing and the other Transactions of each Person holding a mortgage or lien on real property or material personal property owned or leased by Abbey (as relates to the ARM Assets), or Arcus, Britannia or BDM or any of their respective Subsidiaries, (iii) the unconditional consent to the Closing and the other Transactions of each lessor of real or personal property leased by Abbey (as relates to the ARM Assets), or Arcus, Britannia or BDM or their respective Subsidiaries, and (iv) the unconditional consent to the Closing and the other Transactions of each other party to each material contract with Abbey (as relates to the ARM Assets), or Arcus, Britannia or BDM or any of their respective Subsidiaries, but only if the failure to obtain such consent would give rise to the right of any Person to accelerate the maturity of any debt owed by the Abbey (as relates to the ARM Assets), or Arcus, Britannia or BDM or any of their respective Subsidiaries, or terminate or modify the terms of any lease or other contract to which Abbey (as relates to the ARM Assets), or Arcus, Britannia or BDM or any of their respective Subsidiaries, is a party. All such consents shall be in writing and executed counterparts thereof shall be delivered to IM or Mentmore, as the case may be, at or prior to the Closing.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser and ECDV and each of the Certain Affiliated Parties Sellers shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to to, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity, and (ii) the preparation of any disclosure documents and other materials reasonably requested by Purchaser in order to facilitate the Financing of any of the Transactions. In addition, no party hereto Purchaser and the Sellers shall take use their respective reasonable best efforts to obtain any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any (i) permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to ClosingClosing or (ii) financing of the Transactions. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide the other parties with copies of any communication received by such party from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of any of the Transactions, the Sellers shall use their reasonable best efforts to effect such transfers, amendments or modifications. (c) The Sellers shall use their reasonable best efforts to obtain, prior to the Closing, (i) the unconditional consent to the Closing and the other Transactions of each lender whose consent, waiver or amendment is required under any agreement to permit the consummation of the Transactions and to whom the Sellers or any Target Subsidiary owes in excess of $250,000 as of the Closing Date, (ii) the unconditional consent to the Closing and the other Transactions of each lessor under each

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA the Purchaser, the Sellers, and ECDV and each of the Certain Affiliated Parties Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable lawsLaws) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consentsConsents, orders, licenses, permitsPermits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent Consent from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide the other parties with copies of any communication received by such party from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of Permits are required as a result of the execution of this Agreement, the other Documents or consummation of any of the Transactions, the Sellers, and the Company shall use their best efforts to effect such transfers, amendments or modifications. (c) The Company and the Sellers shall use their respective best efforts to obtain, prior to the Closing, the unconditional Consent to the Closing and the other Transactions of each other party to each contract with the Company whose Consent to the Closing and the other Transactions is required. All such Consents shall be in writing and executed counterparts thereof shall be delivered to the Purchaser at or prior to the Closing.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser and ECDV and each of the Certain Affiliated Parties Seller shall use their respective reasonable best efforts Commercially Reasonable Efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable lawsApplicable Laws) to consummate the Closing and the other Transactions as promptly as practicable includingpracticable, but not limited to including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, ordersOrders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity, and specifically including: (i) to make or cause to be made the filings required of such Party or any of its Affiliates under any Applicable Laws (which shall specifically request early termination of the waiting period under the HSR Act) with respect to the transactions contemplated by this Agreement, all of which are set forth on Schedules 4.4, 5.2 and 6.3 as promptly as is reasonably practicable, and in any event within fifteen (15) Business Days after the date hereof, and to pay any fees due from it in connection with such filings; (ii) to cooperate with the other Party and furnish all information in such Party’s possession or in the possession of such Party’s Affiliates that is necessary in connection with any other Party’s filings; (iii) to use Commercially Reasonable Efforts to cause the expiration or early termination of the notice or waiting periods under the HSR Act, if applicable, and any other Applicable Laws with respect to the Transactions as promptly as is reasonably practicable; (iv) to promptly inform the other Party of any communication from or to, and any proposed understanding or agreement with, any Governmental Entity in respect of such filings, and permit the other Party to review in advance any proposed communication by such Party or its Affiliates to any Governmental Entity; (v) to consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party or its Affiliates in connection with all meetings, actions and proceedings with Governmental Entities relating to such filings; (vi) to comply, promptly as is reasonably practicable, with any requests received by such Party or any of its Affiliates for additional information, documents or other materials in connection with such filings; (vii) to use Commercially Reasonable Efforts to resolve any objections or respond to any questions as may be asserted or requested by any Governmental Entity with respect to the Transactions; and (viii) to use Commercially Reasonable Efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Entity challenging the transactions contemplated by this Agreement as being in violation of any Law. In additionconnection with filings to be made and actions taken under the HSR Act, no party hereto the Parties shall each pay fifty percent (50%) of the filing fees with respect thereto; provided, however, each Party shall bear its own attorneys’ fees and expenses otherwise incurred in connection with any filings, including as a result of any investigation or Action under the HSR Act initiated by the DOJ Antitrust Division or the FTC. No Party to this Agreement shall agree to participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate at such meeting. Subject to the final sentence of Section 7.2(b), Purchaser and Seller and their Affiliates shall not take any action after the date hereof that could reasonably be expected to materially hinder or delay clearance or any necessary approval under the obtaining of, HSR Act or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to ClosingApplicable Laws. (b) Prior Subject to the ClosingConfidentiality Agreement, each party shall promptly consult with the other parties hereto with respect to, provide (i) prior to transmitting any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with material to any Governmental Entity or members of its staff with respect to the filings discussed in this Section 7.2, each Party shall permit counsel for the other Party a reasonable opportunity to review and provide comments thereon, and consider in good faith the views of the other Party in connection with, any other information supplied by such party proposed written communication to a any Governmental Entity in connection (or members of their respective staffs) to the extent permitted by Applicable Law, and (ii) the Parties will provide each other with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Entity or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby; provided, however, that each Party may redact from any filings provided to the other Parties hereunder, and shall not be required to provide any materials or information hereunder, to the extent such filings, materials or information relate solely to the redacting Party and not to the Company or the Transactions. Each party hereto shall promptly provide the Notwithstanding any other parties with copies provisions of this Agreement, no Party or its Affiliates will have any communication received by such party from obligation to resolve any objections of any Governmental Entity regarding to the Transactions, to agree to any divestitures of the assets, properties or rights of the Company, such Party or any Affiliates of either of the foregoing, or to enter into any “hold separate” or similar agreements, or to agree to any other changes to the business, operations or activities of such Party or any of its Affiliates. (c) Prior to Closing, Seller will provide Purchaser and its representatives with reasonable access, upon reasonable prior notice and during normal business hours, to the Company and the Facility and the officers and employees of Seller and the Company who have significant responsibility for the Company, but only to the extent that such access does not (i) unreasonably interfere with the business of Seller and the Company, (ii) violate any confidentiality obligation of Seller or its Affiliates and/or (iii) involve any information which is protected by attorney-client or other legal privilege of Seller or its Affiliates, and subject to compliance with Applicable Laws and any Material Contracts or permits to which Seller, any of the TransactionsCompany or any of their respective Affiliates is a party; provided, however, that Seller shall have the right to (i) have its representatives present for any communication with employees or officers of Seller or the Company and (ii) impose reasonable restrictions and requirements for safety purposes; provided, further that Purchaser will not be entitled to conduct any environmental assessments, or take any samples of water or other materials, or conduct any tests that involve removing soil or penetrating the subsurface of any lands, or conduct any engineering tests or studies. Purchaser shall provide Seller with not less than three (3) Business Days prior notice of the date and time on which Purchaser desires to enter the Real Property. Purchaser shall, and shall cause its representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 7.2(c). Seller agrees upon request of Purchaser to reasonably cooperate and use Commercially Reasonable Efforts to facilitate communication between Purchaser and Persons with material contractual or material regulatory relationships with the Company (including any beneficiary of an Existing Guarantee); provided, however, that (i) such Commercially Reasonable Efforts shall include, if requested by Purchaser, attempting to make an initial contact (and a subsequent contact if needed) to the applicable third party in order to facilitate such communication and (ii) for the avoidance of doubt, any contact with third parties shall be in manner and substance mutually agreeable to the Purchaser and Seller.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Seller shall cause Company to, and ECDV Seller and each of the Certain Affiliated Parties Purchaser shall use their respective all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions transactions contemplated hereby as promptly as practicable including, but not limited to the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions transactions contemplated hereby and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any Contract counter-party, other third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Prior In addition to and without limiting the agreements of the parties contained above, Purchaser and Seller shall: (i) cooperate with each other in connection with resolving any investigation or other inquiry concerning the transactions contemplated hereby commenced by any Governmental Entity; (ii) use all reasonable efforts to resolve such objections, if any, as may be asserted with respect to the Closing, each party shall promptly consult with transactions contemplated hereby under any antitrust law; and (c) advise the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide the other parties with copies of any material communication received by such party from any Governmental Entity regarding any of the Transactionstransactions contemplated hereby.

Efforts and Actions to Cause Closing to Occur. (a) Prior to 5.3.1 During the ClosingInterim Period, upon the terms and subject to the conditions of this Agreement, MRGA and ECDV and each of the Certain Affiliated Parties Party shall use their respective its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to dodone, all things necessary, proper or advisable (subject to any applicable laws) reasonably required to consummate the Closing transactions contemplated herein and the in any other Transactions Operative Agreement as promptly as practicable includingpracticable, but not limited to including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking such transactions. No Party (or any of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto its Affiliates) shall take any action after during the date hereof Interim Period with the intention of delaying or preventing the obtaining of any consent or approval from any Person (including any Governmental Entity) required to be obtained hereunder prior to the Closing. For the avoidance of doubt, any failure by Seller to take any of the actions set forth on Exhibit A to Schedule 10.1(e) with respect to seeking to obtain the Other Material Consents shall be deemed a material and willful breach of this Agreement. Purchaser shall provide such assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Person (including any Governmental Entity, but excluding the provision of any confidential information to any competitor of a Buyer Party, as determined by Purchaser in its reasonable discretion) whose consent or approval is sought hereunder. 5.3.2 During the Interim Period, Seller shall give all notices to, and use commercially reasonable efforts to obtain all consents from, all third parties that are required to be described in Schedule 3.3.2. 5.3.3 During the Interim Period, the Parties shall work jointly and use commercially reasonable efforts to approach any Governmental Entities in order to make, or cause to be made, all filings and submissions required under any Law applicable to such Party or any of its Affiliates and use commercially reasonable efforts to obtain all approvals required to be obtained in connection with the consummation of the transactions contemplated hereby. Any communications with any Person (including any Governmental Entity and any labor union) concerning the transactions contemplated in this Agreement, shall be coordinated by Seller, at its option and discretion, and Purchaser shall not make any such communication without Seller’s prior written approval (such approval not to be unreasonably withheld, conditioned or delayed). Each Party undertakes to keep the other Parties informed in a timely manner of any material developments regarding the status of discussions and/or material items in any negotiations with any Governmental Entities or other Persons in connection with the consummation of the transactions contemplated hereby. To the extent permitted by applicable Law, each Party shall promptly inform the other Parties of any material communication made by such Party to, or received by such Party from, any Antitrust Authority or any other Governmental Entity regarding any of the transactions contemplated hereby and, to the extent permitted by applicable Law and subject to redaction of any commercially sensitive information, promptly provide the other Party copies of any such communications. (a) During the Interim Period, Seller shall reasonably cooperate with Purchaser and shall use commercially reasonable efforts to file or cause the filing of required forms under the HSR Act with the Antitrust Authorities as promptly as practicable following the Effective Date, shall use commercially reasonable efforts to obtain early termination of the waiting period under the Antitrust Laws, and shall respond as promptly as practicable to all requests or inquiries received from the Antitrust Authorities for additional documentation or information. The filing fees under the Antitrust Laws and all other costs for filing and other fees payable to a Governmental Entity as a result of the transactions contemplated by this Agreement shall be borne by Purchaser. (b) Parent and Purchaser shall not, and shall cause their Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation could reasonably be expected to materially to: (i) delay the obtaining of, or result in increase the risk of not obtaining, any permission, approval or consent from consents of any Governmental Entity necessary to consummate the transactions contemplated hereby or other Person required the expiration or termination of any applicable waiting period; (ii) increase the risk of any Governmental Entity entering an order prohibiting the consummation of the transactions contemplated hereby; (iii) increase the risk of not being able to be obtained prior to Closingremove any such order on appeal or otherwise; or (iv) delay or prevent the consummation of the transactions contemplated hereby. (bc) Prior During the Interim Period, each Party shall use its commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the Closingtransactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, with respect to this Section 5.3, “commercially reasonable efforts” shall include: (i) in the case of each of Purchaser and Seller, if Purchaser or Seller receives a formal request for additional information or documentary material from an Antitrust Authority, substantially complying with such formal request within thirty (30) days following the date of its receipt thereof; (ii) in the case of Seller only, subject to Purchaser’s compliance with Section 5.3.4(d), not frustrating or impeding Purchaser’s strategy or negotiating positions with any Antitrust Authority; and (iii) in the case of Purchaser only, at its sole cost, complying with all restrictions and conditions, if any, imposed by any Antitrust Authority with respect to Antitrust Laws as a requirement for granting any necessary clearance or terminating any applicable waiting period. Notwithstanding the foregoing, nothing in this Section 5.3.4 shall require, or be construed to require, any Buyer Party or any of its Affiliates to agree to (x) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of such Buyer Party or any of its Affiliates; (y) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a Material Adverse Effect or materially and adversely impact the economic or business benefits to any Buyer Party of the transactions contemplated by this Agreement and the other Operative Agreements; or (z) any material modification or waiver of the terms and conditions of this Agreement. (d) To the extent permitted by applicable Law, each party hereto shall promptly consult with inform the other parties hereto with respect to, provide party of any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings material communication made by such party with any Governmental Entity to, or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide the other parties with copies of any communication received by such party from from, any Antitrust Authority or any other Governmental Entity regarding any of the Transactionstransactions contemplated hereby.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Buyer and ECDV and each of the Certain Affiliated Parties Seller shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable includingpracticable, but not limited to including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide If any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide the other parties with copies of any communication received by such party or Affiliate thereof receives a request for information or documentary material from any Governmental Entity regarding with respect to this Agreement or any of the Transactionstransactions contemplated hereby, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. (c) Without limiting the generality of the undertakings set forth in this Section 5.3, Buyer and Seller shall use their respective reasonable best efforts to file as soon as practicable notifications under the HSR Act and under any applicable foreign anti-trust laws to permit consummation of the acquisition of the Shares and the transactions contemplated by this Agreement, and to respond as promptly as practicable to any inquiries received from the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, and any State Attorney General or any applicable foreign governmental antitrust authority or any other Governmental Entity for additional information or documentation. Notwithstanding the foregoing or any other covenant contained herein, in connection with the receipt of any necessary approvals under the HSR Act or under any applicable foreign anti-trust laws, nothing shall require Buyer to (i) divest or hold separate any material part of its or the Company’s businesses or operations (or of a combination of Buyer’s and the Company’ businesses or operations) or (ii) agree not to compete in any geographic area or line of business in such a manner as would reasonably be expected to result in a Company Material Adverse Effect or a material adverse effect on the business, financial condition, assets, liabilities or results of operations of Buyer.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA and ECDV and each of the Certain Affiliated Parties Shareholders shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. (b) Prior to the Closing, each party Party shall endeavor in good faith to promptly consult with the other parties hereto Parties with respect to, provide any necessary information with respect to, and to provide the other parties Parties (or their respective counsel) with copies of, all filings made by such party Party with any Governmental Entity or any other information supplied by such party Party to a Governmental Entity in connection with this Agreement and the Transactions. Each party Party hereto shall endeavor in good faith to promptly inform the other Parties and provide the other Parties with copies of any written communication received by such Party from any Governmental Entity regarding any of the Transactions. If any Party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such Party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other Parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of any of the Transactions, Shareholders shall use their best efforts to effect such transfers, amendments or modifications. (c) Shareholders shall use their respective best efforts to obtain, prior to the Closing (i) the unconditional consent to the Closing and the other Transactions of each Person holding a mortgage or lien on real property or material personal property owned or leased by the Company or any of its Subsidiaries, who has such right to consent; (ii) the unconditional consent to the Closing and the other Transactions of each lessor of real or material personal property leased by the Company or any of its Subsidiaries, who has such right to consent; (iii) the unconditional consent to the Closing and the other Transactions of the issuer of each material insurance policy referred to in the Disclosure Schedule, who has such right to consent, and (iv) the unconditional consent to the Closing and the other Transactions of each other party to each material contract with the Company or any of its Subsidiaries who has a right to consent, but in each of (i) – (iv), only if and to the extent that the failure to obtain such consent would materially adversely affect the Company or any of its Subsidiaries or the ability of either Shareholder or Purchaser to consummate the Transactions. Any such consents that may be obtained shall be in writing and executed counterparts thereof shall be delivered to Purchaser at or prior to the Closing. (d) In addition to and without limiting the agreements of the Parties contained above, Purchaser and each Shareholder shall, with respect to antitrust matters, endeavor in good faith to: (i) promptly take all actions necessary to make all such filings required to be made as notified by Purchaser; (ii) comply at the earliest practicable date with any request for additional information or documentary material received by Purchaser, Shareholders or any of their Affiliates from any Antitrust Authority or other Governmental Entity in connection with antitrust matters; (iii) promptly supply the other Parties with any information which may be required in order to effectuate any filings required of them for Antitrust Clearance; (iv) except where prohibited by Requirements of Law, consult with the other Parties prior to taking a position with respect to any filing pursuant hereto, permit the other Parties to review and discuss in advance, and consider in good faith the views of the other Parties in connection with any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions, proposals or any other written or oral contact before making or submitting any of the foregoing to any Governmental Entity in connection with any investigations or proceedings related to this Agreement or the Transactions (including under any antitrust laws, coordinate with the other Parties in preparing and exchanging such information and promptly provide the other parties Parties (and their respective counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such party with any Governmental Entity related to this Agreement or the Transactions); (v) cooperate with each other in connection with any filing with any Antitrust Authority and in connection with resolving any investigation or other inquiry concerning the Transactions commenced by any other Governmental Entity; (vi) use all commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the Transactions under any antitrust law; and (vii) advise the other Parties promptly of any material communication received by such party from any Governmental Entity regarding any of the Transactions. (e) In connection with the receipt of any Antitrust Clearance from any Antitrust Authorities (other than French Competition Authorities), and notwithstanding the foregoing or any other covenant herein contained, neither the Company nor any of its Subsidiaries shall be entitled or required to divest or hold separate or otherwise take or commit to take any action that limits Purchaser’s freedom of action with respect of, or its ability to retain, the Company or any of its Subsidiaries or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any of its Subsidiaries, without Purchaser’s prior written consent. (f) In connection with the receipt of any Antitrust Clearance from any Antitrust Authorities (other than French Competition Authorities), and notwithstanding the foregoing or any other covenant herein contained, nothing in this Agreement shall be deemed to require Purchaser to (i) divest or hold separate any assets or agree to limit its future activities, method or place of doing business, or (ii) commence any litigation against any entity in order to facilitate the consummation of any of the Transactions, or (iii) defend itself against any litigation brought by any Governmental Entity seeking to prevent the consummation of, or impose limitations on, any of the Transactions. (g) In connection with the receipt of any Antitrust Clearance from French Competition Authorities, and notwithstanding the foregoing or any other covenant herein contained, Purchaser shall not be required to, and neither the Company nor any of its Subsidiaries shall be entitled or required to, divest or hold separate or otherwise take or commit to take any action which would have a Material Adverse Effect. (h) Subject to the provisions of paragraph (g), Purchaser and Shareholders shall agree to comply with any actions, limitations, restrictions or other remedial measures required by the French Competition Authorities, and Shareholders shall cause the Company and its Subsidiaries to comply with any such actions or conditions required to be complied with prior to Closing, and Purchaser shall cause the Company and its Subsidiaries to comply with any such actions or conditions required to be complied with upon Closing, provided that to the extent that Purchaser or the Company and its Subsidiaries would suffer a loss of revenue as a result of the Parties’ complying with such actions or conditions (a “Loss of Revenue”), such Loss of Revenue shall be equitably divided among Purchaser and Shareholders, with each of them bearing a portion of such Loss of Revenue as they shall agree to in any and all fair respects, and such allocation of Loss of Revenue shall be made by means of an adjustment of the Purchase Price, as set forth in Section 1.2(b) hereof.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser and ECDV and each of the Certain Affiliated Selling Parties shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable lawsApplicable Laws) to consummate the Closing and the other Transactions as promptly as practicable includingpracticable, but not limited to including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, ordersOrders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity; provided, that except as otherwise specifically set forth in this Agreement (including Schedule 3.2(b)), the Selling Parties shall not be required to seek third-party consents unless Purchaser requests. In addition, subject to the terms and conditions herein, no party hereto Party (nor any of their respective Affiliates) shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. Nothing contained in this Agreement shall require any Selling Party to pay any consideration of material amounts to any other Person from whom any such approvals, authorizations, consents, Orders, licenses, permits, qualifications, exemptions or waiver is requested. If any such consent is not obtained, the Selling Parties shall cooperate with Purchaser in any reasonable arrangement designed to provide Purchaser the benefit of such stock purchase agreement, including enforcement of any and all rights of the Selling Parties against the other parties thereto arising out of breach thereof by such party or otherwise. (b) Prior to the Closing, each party Party shall promptly consult with the other parties hereto Party with respect to, provide any necessary information with respect to, and provide the other parties Parties (or their respective counsel) with copies of, all filings made by such party Party with any Governmental Entity or any other information supplied by such party Party to a Governmental Entity in connection with this Agreement and the Transactions; provided, that any such Party to a filing may redact any information that is not pertinent to such filing or submission or that is not customarily exchanged between parties to such an antitrust filing or their counsel, including documents or information which reveal a Party’s negotiating objectives or strategies or purchase price objectives. Each party hereto Party shall promptly provide inform each of the other parties with copies Parties of any communication received by such party Party from any Governmental Entity regarding any of the Transactions. No Party shall communicate in any material respect regarding the Transaction with any Governmental Entity without first offering the other Party the opportunity to participate in such communication. If any Party or Affiliate thereof receives a request for information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such Party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other Parties, an appropriate response in compliance with such request. (c) In addition to and without limiting the agreements of the Parties contained above, Purchaser and the Selling Parties shall (i) take all actions necessary to make the filings required of them or any of their respective Affiliates under the HSR Act and any Foreign Antitrust Law as Purchaser shall determine in its reasonable discretion, shall achieve the prompt conclusion of any applicable waiting periods or granting of any necessary approvals, (ii) cooperate with each other in connection with any filing under the HSR Act or any Foreign Antitrust Law and take such actions which, in the reasonable discretion of the Purchaser, may be necessary and appropriate to achieve the prompt conclusion of any applicable waiting periods or granting of any necessary approvals, (iii) comply with any request for additional information or documentary material received by Purchaser, the Selling Parties or any of their respective Affiliates from the FTC, the DOJ or any Foreign Antitrust Administrator pursuant to the HSR Act or any Foreign Antitrust Law or from any state attorney general or other Governmental Entity in connection with antitrust matters, (iv) cooperate with each other in connection with any filing under the HSR Act or any Foreign Antitrust Law and in connection with resolving any investigation or other inquiry concerning the Transactions commenced by the FTC, DOJ, any Foreign Antitrust Administrator, any state attorney general or any other Governmental Entity, (v) use their respective reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the Transactions under any antitrust law and (vi) advise the other Parties promptly of any material communication received by such Party from the FTC, DOJ, any Foreign Antitrust Administrator, any state attorney general or any other Governmental Entity regarding any of the Transactions, and of any understandings, undertakings or agreements (oral or written) such Party proposes to make or enter into with the FTC, DOJ, any Foreign Antitrust Administrator, any state attorney general or any other Governmental Entity in connection with the Transactions. The Selling Parties shall not offer to make or make or enter unto any such understandings, undertakings or agreements (oral or written) without consent of Purchaser. Concurrently with the filing of notifications under the HSR Act or any Foreign Antitrust Law or as soon thereafter as practicable, the Selling Parties and Purchaser shall each request early termination of the HSR Act waiting period or any corresponding provision of any Foreign Antitrust Law. Purchaser shall consult regularly with the Selling Parties in advance and from time to time regarding the conduct and status of any filings with Governmental Entities and provide the Selling Parties with copies of such filings in sufficient time for the Selling Parties to provide meaningful input as to strategy and content (provided, that each Party shall be entitled to redact any of its confidential information contained in such filings before providing copies to the other Parties) and any significant strategies, approaches or other actions that Purchaser expects or intends to adopt or take in connection therewith. Notwithstanding the foregoing, Purchaser shall not be required to agree (with respect to the any of the Target Entities or Purchaser (or any of its Affiliates)) to any divestitures, licenses, hold separate arrangements or similar matters with respect to assets of the Target Entities, Purchaser or any Affiliate of Purchaser. (d) Prior to the Closing Date, the Selling Parties shall, and shall cause their Affiliates to, and shall use commercially reasonable efforts to cause its representatives to, provide, in each case at Purchaser’s sole cost and expense, all cooperation reasonably requested by Purchaser to assist Purchaser in the arrangement of any third party debt financing for the purpose of financing the payment of the Total Purchase Price and any other amounts payable pursuant to this Agreement provided such cooperation does not unreasonably interfere with the operation of the Business (the “Debt Financing”) (it being understood that the receipt of such Debt Financing is not a condition to the occurrence of the Closing), including: (i) participating in meetings, presentations and due diligence sessions, (ii) reviewing materials for presentations, memoranda, offering and syndication documents and similar documents required in connection with the Debt Financing, (iii) facilitating Purchaser’s efforts to pledge collateral of the Target Entities (including cooperating with the audit or appraisal thereof) (which pledging of collateral, for the avoidance of doubt, shall not be effective prior to the Closing) and efforts to obtain surveys, title insurance and estoppel letters as reasonably requested, and (iv) as promptly as practical, furnishing Purchaser and its Affiliates and its sources of Debt Financing with financial and other information reasonably available regarding the Subject Companies. Purchaser shall indemnify and hold harmless the Selling Parties and their Affiliates and their respective officers, directors and other representatives from and against any Losses suffered or incurred by them in connection with the arrangement and completion of the Debt Financing and the information utilized in connection therewith, except with respect to information in respect of the Business, the Selling Parties and their Affiliates (including the Target Entities) supplied by the Selling Parties or their Affiliates (including the Target Entities) specifically for inclusion or incorporation by reference therein that was materially misleading or involved fraud or an intentional misrepresentation. For the avoidance of doubt, the Selling Parties and their Affiliates shall not be required to assist with the preparation of any business projections required in connection with the Debt Financing.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser and ECDV and each of the Certain Affiliated Parties Rexam PLC shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and of the other Transactions as promptly as practicable includingpracticable, but not limited to including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. Nothing contained in this Agreement shall require any Selling Party to pay any consideration to any other Person from whom any such approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waiver is requested. (b) Prior to the Closing, each party shall promptly consult with the other parties party hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide the inform each other parties with copies party of any communication received by such party from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. (c) In addition to and without limiting the agreements of the parties contained above, Purchaser and Rexam PLC shall (i) take promptly all actions necessary to make the filings required of them or any of their respective Affiliates under the HSR Act and any Foreign Antitrust Law, (ii) comply at the earliest practicable date with any request for additional information or documentary material received by Purchaser, Rexam PLC or any of their respective Affiliates from the FTC, the DOJ or any Foreign Antitrust Administrator pursuant to the HSR Act or any Foreign Antitrust Law or from any state attorney general or other Governmental Entity in connection with antitrust matters, (iii) cooperate with each other in connection with any filing under the HSR Act or any Foreign Antitrust Law and in connection with resolving any investigation or other inquiry concerning the Transactions commenced by the FTC, DOJ, any Foreign Antitrust Administrator, any state attorney general or any other Governmental Entity, (iv) use their best efforts to resolve such objections, if any, as may be asserted with respect to the Transactions under any antitrust law and (v) advise the other parties promptly of any material communication received by such party from the FTC, DOJ, any Foreign Antitrust Administrator, any state attorney general or any other Governmental Entity regarding any of the Transactions, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the FTC, DOJ, any Foreign Antitrust Administrator, any state attorney general or any other Governmental Entity in connection with the Transactions. Concurrently with the filing of notifications under the HSR Act or any Foreign Antitrust Law or as soon thereafter as practicable, Rexam PLC and Purchaser shall each request early termination of the HSR Act waiting period or any corresponding provision of any Foreign Antitrust Law. With regard to Purchaser, "best efforts" for purposes of Section 5.3(c)(iv) shall not include (x) proffering Purchaser's willingness to accept an order providing for the divestiture by Purchaser of such properties, assets, operations, or businesses of Purchaser or the Business (as are necessary to permit Purchaser to consummate the Transactions, including an offer to hold separate such properties, assets, operations or businesses pending any such divestiture), or (y) Purchaser's willingness to accept such other conditions, restrictions, limitations, or agreements affecting Purchaser's full rights or ownership of the Purchased Assets and the assets of the Acquired Company as may be necessary to resolve such objections, if any, as may be asserted by the FTC, DOJ, any Foreign Antitrust Administrator, any state attorney general or any other Governmental Entity with respect to the Transactions under any antitrust law. Purchaser shall engage appropriate experts with experience in antitrust matters to advise them regarding any comments or objections or requests for additional information received or anticipated from the FTC, DOJ, any Foreign Antitrust Administrator, any state attorney general or any other Governmental Entity in connection with the Transactions. Purchaser shall consult regularly with the Selling Parties in advance and from time to time regarding the conduct and status of any filings with Governmental Entities and provide the Selling Parties with copies of such filings in sufficient time for the Selling Parties to provide meaningful input as to strategy and content (provided that Purchaser shall be entitled to redact any of its confidential information contained in such filings before providing copies to the Selling Parties) and any significant strategies, approaches or other actions that Purchaser expects or intends to adopt or take in connection therewith.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser, Merger Sub and ECDV and each of the Certain Affiliated Parties Company shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable lawsLaws) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental EntityAuthority including, but not limited to, making all necessary filings with respect to this Agreement required under the (a) the rules and regulations of the New York Stock Exchange and (b) the Securities Act, the Exchange Act and any applicable federal or states securities Laws. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity Authority or other Person required to be obtained prior to Closing. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity Authority or any other information supplied by such party to a Governmental Entity Authority in connection with this Agreement and the TransactionsAgreement. Each party hereto shall promptly provide the other parties with copies of any written communication received by such party from any Governmental Entity Authority regarding the Merger. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the Merger, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement, the Principal Shareholders and the Company shall use their respective commercially reasonable efforts to effect such transfers, amendments or modifications. (c) The Company shall use its commercially reasonable efforts to obtain, prior to the Closing, the estoppels set forth in Schedule 5.04(i), and the consents set forth in Schedule 5.04(ii) in form reasonably satisfactory to Purchaser. All such estoppels and consents which the Company is able to obtain shall be in writing and executed counterparts thereof shall be delivered to Purchaser at or prior to the Closing. (d) In addition to and without limiting the agreements of the parties contained above, the Company, Purchaser and, to the extent required by applicable Antitrust Laws, the Principal Shareholders, shall: (i) to the extent not taken already, take promptly all actions necessary to make the filings required of them or any of their Affiliates under any Antitrust Law; (ii) comply at the earliest practicable date with any request for additional information or documentary material received by the Company, Purchaser, the Principal Shareholders or any of their Affiliates from any Governmental Authority pursuant to any Antitrust Law; (iii) cooperate with each other in connection with any filing under any Antitrust Law in connection with resolving any investigation or other inquiry concerning the Merger that may be commenced by a Governmental Authority; (iv) use all commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the Merger under any Antitrust Law; and (v) advise the other parties promptly of any material communication received by such party from a Governmental Authority regarding the Merger, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with a Governmental Authority in connection with the Merger. (e) Notwithstanding the foregoing or any other covenant herein contained, in connection with the receipt of any necessary approvals under any Antitrust Law, neither the Company nor any Company Subsidiary shall be entitled or required to divest or hold separate or otherwise take or commit to take any action that limits Purchaser's freedom of action with respect of, or its ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the Transactionsbusinesses, product lines, properties or assets of the Company or any Company Subsidiary, without Purchaser's prior written consent. (f) Notwithstanding the foregoing or any other covenant herein contained, nothing in this Agreement shall be deemed to require Purchaser or the Company (i) to divest or hold separate any assets or agree to limit its future activities, method or place of doing business, (ii) to commence any litigation against any entity in order to facilitate the consummation of the Merger or (iii) to defend against any litigation brought by any Governmental Authority seeking to prevent the consummation of, or impose limitations on, the Merger.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser, Parent and ECDV and each of the Certain Affiliated Parties Seller shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things reasonably necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable includingpracticable, but not limited to including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. Nothing contained in this Agreement shall require Parent, Seller or the Company to pay any consideration to any other Person from whom any such approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waiver is requested. (b) Prior to the Closing, each party shall promptly consult with the other parties party hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide inform the other parties with copies party of any communication received by such party from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. (c) In addition to and without limiting the agreements of the parties contained above, Purchaser and Seller shall (i) take promptly all actions reasonably necessary to make the filings required of them or any of their Affiliates under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information or documentary material received by the Company, Purchaser, Seller or any of their Affiliates from the FTC or the DOJ pursuant to the HSR Act or from any state Attorney General or other Governmental Entity in connection with antitrust matters, (iii) cooperate with each other in connection with any filing under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Transactions commenced by the FTC, DOJ, any state Attorney General or any other Governmental Entity, (iv) use their commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the Transactions under any antitrust law, and (v) advise the other parties promptly of any communication received by such party from the FTC, DOJ, any state Attorney General or any other Governmental Entity regarding any of the Transactions, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the FTC, DOJ, any state Attorney General or any other Governmental Entity in connection with the Transactions. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, Seller and Purchaser shall each request early termination of the HSR Act waiting period.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser and ECDV and each of the Certain Affiliated Parties Seller shall use their respective commercially reasonable best efforts to take, or cause to be takentaken (including, in the case of Seller, by the Company and the Company Subsidiaries), all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable includingpracticable, but not limited to including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and Closing, (ii) the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity, including responding to formal and informal requests for documents and other information and including any and all requirements of the UKLA (including, if applicable, listing particulars), (iii) taking such actions as are necessary in connection with agreed or mandatory employee information and consultation, including notifying, informing and consulting any trade union, works council or other employee representative body about the transactions contemplated in this Agreement, in accordance with all applicable Laws, (iv) using commercially reasonable efforts to defend all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the Closing and (v) using commercially reasonable efforts to cause to be lifted or rescinded any injunction, decree, ruling, order or other action of any Governmental Entity adversely affecting the ability of the parties to consummate the Closing. In furtherance of and not in limitation of the foregoing, each of Seller and Purchaser agrees to make or cause to be made no later than the fifth Business Day after the date hereof an appropriate filing of a Notification and Report Form pursuant to the HSR Act and, in the case of all other filings or notifications required to be made, as promptly as practicable after the date hereof, in order to commence the waiting periods or to obtain the authorizations referred to in Section 6.1(b). In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. Nothing contained in this Agreement shall require Seller or the Company to pay any consideration to any other Person (other than nominal filing and application fees to Governmental Entities) from whom any such approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers are requested. (b) Prior Notwithstanding any other provision of this Agreement, nothing herein shall require Purchaser to hold separate or to divest any assets or business operations of the ClosingCompany, each any Company Subsidiary, Purchaser or any Affiliate of Purchaser, or accept any limitation on the operation of the Company, any Company Subsidiary, Purchaser or any Affiliate of Purchaser if doing so would result in a Purchaser Material Adverse Effect (assuming, for this purpose, the completion of the transactions contemplated by this Agreement). (c) If any party hereto or Affiliate thereof receives a request for information or documentary material from any Governmental Entity with respect to this Agreement or any of the transactions contemplated hereby, then such party shall promptly consult endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. (d) The parties hereto shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with respect toobtaining the requisite approvals, provide consents or orders of each applicable Governmental Entity, including, without limitation: (i) cooperating with each other in connection with filings under the HSR Act, any necessary information with respect to, and provide foreign investments laws or any other antitrust laws; (ii) furnishing to the other parties (party all information within its possession that is required for any application or their respective counsel) with copies of, all filings other filing to be made by such the other party pursuant to the HSR Act, any foreign investment laws or any other antitrust laws in connection with the transactions contemplated by this Agreement; (iii) promptly notifying each other of any communications from or with any Governmental Entity with respect to the transactions contemplated by this Agreement; (iv) in the case of Purchaser, subject to the provisions of Section 5.3(b), effecting the sale or disposition of, or arranging to hold separate, assets or businesses, or accepting limitations on operations, to the extent necessary or required to consummate the Closing; (v) not agreeing to participate in any other information supplied by such party to a meeting or discussion with any Governmental Entity in connection with this Agreement proceedings under or relating to the HSR Act, any foreign investment laws or any other antitrust laws unless it consults with the other party in advance, and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and the Transactions. Each participate thereat; provided, that Purchaser shall not be required to provide Seller with any confidential information or business secrets relating to Purchaser or any of its Subsidiaries except in accordance with a written agreement among Purchaser, Seller and counsel to each of Purchaser and Seller; and (e) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act, any foreign investment laws or any other antitrust laws; provided, that Purchaser shall not be required to provide Seller with any confidential information or business secrets relating to Purchaser or any of its Subsidiaries except in accordance with a written agreement among Purchaser, Seller and counsel to each of Purchaser and Seller. (f) Purchaser undertakes to take or to cause to be taken all actions, and to do, or cause to be done, all things necessary, proper or advisable to ensure that the Unsatisfied Conditions are satisfied as promptly provide as practicable (and, in any event, without any delay that would prevent the other parties with copies satisfaction of any communication received by such party from any Governmental Entity regarding any of the Transactionsconditions to the Closing set forth in Article VI or adversely affect Purchaser's ability to pay the Estimated Cash Purchase Price and consummate the Closing). (g) Purchaser undertakes to submit a written request for the extension of the Certain Funds Period (as such term is defined in the Loan Agreement) within the time limits set out in paragraph (b) of such definition in the Loan Agreement if the circumstances set out therein arise.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the each Closing, upon the terms and subject to the conditions of this Agreement, MRGA Purchaser, Seller and ECDV and each of the Certain Affiliated Parties Company shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the each Closing and the other Transactions as promptly as practicable including, but not limited to the preparation and filing of all forms, registrations and notices required to be filed to consummate the each Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consentsconsents (including, without limitation, consents from parties to loans, contracts, leases or other agreements containing any change of control provisions), orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall knowingly take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to each Closing, except to the extent such action is required by law, rule or regulation or compelled by a Government Entity. (b) Prior to the each Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide the other parties with copies of any communication received by such party from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of Permits are required as a result of the execution of this Agreement or consummation of any of the Transactions, Seller and the Company shall use their commercially reasonable efforts to effect such transfers, amendments or modifications. (c) Neither the Company nor any of the Company Subsidiaries shall knowingly take, or agree to or commit to take, any action that is reasonably likely to result in any of the conditions to the Closings set forth in Article VII not being satisfied, or is reasonably likely to make any representation or warranty of the Company contained herein inaccurate or that would materially impair the ability of Seller, the Company or Purchaser to consummate the Closings in accordance with the terms hereof or materially delay such consummation. Purchaser shall not knowingly take, or agree to or commit to take, any action that is reasonably likely to result in any of the conditions to the Closings set forth in Article VII not being satisfied, or is reasonably likely to make any representation or warranty of Purchaser contained herein inaccurate or that would materially impair the ability of Purchaser, Seller or the Company to consummate the Closings in accordance with the terms hereof or materially delay such consummation.

Efforts and Actions to Cause Closing to Occur. (a) Prior At all times prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA Sellers and ECDV and each of the Certain Affiliated Parties Purchaser shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable lawsApplicable Laws) to cause the Funding Date to occur and consummate the Closing and the other Transactions as promptly as practicable including, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to cause the Funding Date to occur and consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, releases, orders, licenses, permitsPermits, qualifications, exemptions or waivers by any third party Third Party or Governmental Entity, including the Specified Regulatory Approvals; and (ii) at the sole cost of Purchaser, the preparation of any documents reasonably requested by Purchaser in order to facilitate financing (if any) of any of the Transactions. In addition, subject to the terms of this Agreement, no party hereto shall take any action after the date hereof that could would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closingthe Closing as applicable. Each of Purchaser and Sellers shall bear their own costs, fees and expenses relating to the obtaining of any approvals, authorizations, consents, releases, orders, licenses, Permits, qualifications, exemptions or waivers referred to in this Section 6.3(a) except that Purchaser shall pay the filing fee required by the Competition Bureau in relation to any pre-notification filing or any filing of a request for an Advance Ruling Certificate made under the Competition Act, and any filing fees associated with the filings related to the FCC Consent and Industry Canada Approval shall be paid equally by Purchaser on the one hand and Sellers on the other hand. (b) Prior to the Closing, other than with respect to the Investment Canada Approval, each party of Sellers, on the one hand, and Purchaser, on the other hand, shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective its counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto of Sellers, on the one hand, and Purchaser, on the other hand, shall promptly provide the other parties with copies of any written communication received by such party it from any Governmental Entity regarding any of the Transactions. If any of Sellers or their respective Affiliates, on the one hand, and Purchaser or its Affiliate, on the other hand, thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other, an appropriate response in compliance with such request. To the extent that Transfers, amendments or modifications of Permits are required as a result of the execution of this Agreement or consummation of any of the Transactions, Sellers shall use their reasonable best efforts to effect such Transfers, amendments or modifications. (c) In addition to and without limiting the agreements of the parties contained above, Sellers and Purchaser shall, other than with respect to the Investment Canada Approval: (i) take promptly, but in no event more than twenty (20) Business Days after the execution of this Agreement, all actions, necessary to make any filings required of them or any of their Affiliates in connection with obtaining the FCC Consent, Industry Canada Consent or any other required approvals or consents; (ii) comply at the earliest practicable date with any request for additional information or documentary material received by Sellers or Purchaser or any of their Affiliates from the FCC or Industry Canada or other Governmental Entity in connection with the FCC Consent, the Industry Canada Consent or any other required approvals or consents; (iii) cooperate with each other in connection with any filing in connection with the FCC Consent, the Industry Canada Consent or any other required approvals or consents; (iv) use their respective commercially reasonable efforts to oppose any petitions to deny or other objections that may be filed with respect to the FCC Consent application or the Industry Canada Consent applications and any requests for reconsideration or review of the grant of the FCC Consent or the Industry Canada Consent, provided, however, that the parties shall have no obligation to participate in any evidentiary hearing before the FCC on the FCC Consent application. Neither Sellers nor Purchaser shall take any action that it knows or should know would adversely affect or delay the grant of FCC Consent or the Industry Canada Consent; (v) use reasonable best efforts to resolve such objections, if any, as may be asserted in connection with the FCC Consent, Industry Canada Consent, under any antitrust law or otherwise in connection with any other required approvals or consents; (vi) advise the other party promptly of any material communication received by such party from the FCC in connection with the FCC Consent, from Industry Canada or the Commissioner of Competition in connection with the Industry Canada Consent or from any Governmental Entity in connection with any of the Transactions; (vii) not make any submission or filings, and to the extent permitted by such Governmental Entity, participate in any meetings or any material conversations with Governmental Entities in respect of any required FCC Consent, Industry Canada Approval or Competition Act Approval unless the party consults with the other party in advance and gives the other party the opportunity to review drafts of any submissions or filings, and attend and participate in any communications or meetings; and (viii) where a party seeks not to provide the other party with any information under this Section 6.3 on grounds that such information is competitively sensitive, such party will be required to provide the information to the other party’s external counsel and such external counsel will not provide the information to its client. (d) Notwithstanding the foregoing or any other covenant herein contained, nothing in this Agreement shall be deemed to require Purchaser or Sellers to (i) commence any litigation against any Person in order to facilitate the consummation of any of the Transactions; (ii) take or agree to take any other action or agree to any limitation that would reasonably be expected to have a Purchaser Material Adverse Effect on the one hand, or a Material Adverse Effect on the other hand; (iii) agree to sell or hold separate any material assets, businesses, or interest in any material assets or businesses of Purchaser or Sellers, or to agree to any material changes or restrictions in the operation of any assets or businesses of Purchaser, Sellers or Solutions; (iv) defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of, or impose limitations on, any of the Transactions; or (v) participate in an evidentiary hearing before the FCC in order to facilitate the consummation of any of the Transactions. (e) Purchaser shall, as soon as reasonably practicable after the execution of this Agreement, but in no event more than twenty (20) Business Days after the execution of this Agreement, prepare and file with the Investment Review Division of Industry Canada an application for review under Part IV of the Investment Canada Act (the “Investment Canada Filing”) and, as promptly as reasonably practicable following such filing, submit to the Director of Investments under the Investment Canada Act draft written undertakings to Her Majesty in Right of Canada, on terms and conditions satisfactory to Purchaser, acting reasonably, and in good faith and with a view to obtaining the Investment Canada Approval, and shall, in a timely manner, submit executed undertakings in connection with the Investment Canada Approval. With respect to the Investment Canada Approval, Sellers shall use commercially reasonable efforts to assist Purchaser in obtaining the Investment Canada Approval as Purchaser may reasonably request from time to time including, promptly providing such information and assistance as may be reasonably requested by Purchaser to assist in preparing the Investment Canada Act Filing and to satisfy, as promptly as reasonably practicable, any requests for information and documentation Purchaser receives from any Governmental Entity in respect of the Investment Canada Approval. Purchaser shall keep Sellers reasonably informed as to the status of the Investment Canada Approval proceedings and shall promptly advise Sellers of any material written or verbal communications Purchaser has with the Investment Review Division of Investment Canada staff or the Minister of Industry or his designee relating to the Investment Canada Approval. Information and documentation to be provided by Purchaser may be provided to counsel to Sellers on an external counsel basis and will not be communicated to Sellers.