Common use of Efforts to Close Clause in Contracts

Efforts to Close. (a) Subject to this Section 7.1, each of the Parties agrees to use its commercially reasonable efforts to consummate and make effective, as soon as reasonably practicable, and in any event on or prior to the date that is one hundred (100) days from the Effective Date, the Transactions, including, but not limited to, the satisfaction of all conditions thereto set forth herein. Such actions shall include exerting their commercially reasonable efforts to obtain the consents, authorizations and approvals of all private parties and any Governmental Authority whose consent is reasonably necessary to effectuate the Transactions, including, in the case of Seller, Seller's Required Regulatory Approvals and Seller's Required Consents, and in the case of Purchaser, Purchaser's Required Regulatory Approvals and Purchaser's Required Consents, and effecting all other necessary registrations and filings, including filings under Applicable Laws, including the HSR Act, and all other necessary filings with any Governmental Authority. In furtherance of this Section 7.1, each Party shall designate a representative to act as the primary point of contact for all communications between the Parties between the Effective Date and the Closing Date with respect to this Agreement and the Transactions. (b) All appearances, presentations, briefs, and proposals made or submitted by or on behalf of either Party before any Governmental Authority in connection with the approval of this Agreement or the Transactions shall be subject to the joint approval or disapproval in advance and the joint control of the Parties, acting with the advice of their respective counsel, and each Party will consult and fully cooperate with the other Party, and consider in good faith the views of the other Party, in connection with any such appearance, presentation, brief, or proposal; provided, however, that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. Each Party will provide the other with copies of all written communications from Governmental Authorities relating to the approval or disapproval of this Agreement or the Transactions.

Efforts to Close. (a) Subject to this Section 7.1, each of the Parties agrees to Each Party shall take all such actions as are within its power and otherwise use its commercially reasonable best efforts to consummate satisfy (or cause the satisfaction of) the Closing Conditions in Article 8 to the extent that such is within its control, and make effectiveto take, or cause to be taken, all other reasonable action and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law to complete the transactions contemplated hereby as soon as reasonably practicablepracticable following the date hereof, and not to take or agree to take any action that would reasonably be expected to delay or prevent the consummation of the transactions contemplated by this Agreement, including taking all such actions as are necessary in any event on respect of the following: (a) the establishment of the JV Company by Barrick; (b) the execution and delivery of the JV Agreement; (c) completion of the Barrick Pre-Closing Transactions and the Newmont Pre-Closing Transactions; (d) during the Interim Period, causing the JV Company to do all such things as may be necessary or prior advisable in order to give effect to the date that is one hundred transactions contemplated in this Agreement; (100e) days from the Effective Dateobtaining or cooperating in obtaining all necessary waivers, the Transactions, including, but not limited to, the satisfaction of all conditions thereto set forth herein. Such actions shall include exerting their commercially reasonable efforts to obtain the consents, authorizations consents and approvals of all private parties and any Governmental Authority whose consent is reasonably necessary required to effectuate be obtained to consummate the Transactions, including, transactions contemplated hereby; (f) effecting or cooperating in the case of Seller, Seller's Required Regulatory Approvals and Seller's Required Consents, and in the case of Purchaser, Purchaser's Required Regulatory Approvals and Purchaser's Required Consents, and effecting all other necessary registrations and filingsfilings and submissions of information requested by Governmental Authorities required to be effected by it in connection with the transactions contemplated hereby and participating and appearing in any required proceeding before Governmental Authorities in connection herewith; (g) opposing, including filings lifting or rescinding or cooperating in opposing, lifting or rescinding any injunction or restraining order or other order or action seeking to stop, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated under Applicable Lawsthis Agreement; (i) cooperating to split, including replace or otherwise modify Contracts applicable to the HSR Actoperations of both the Newmont Contributed Assets and other operations of Newmont, and all other (ii) if requested by Newmont, negotiating in good faith to implement a toll milling arrangement with the JV Company in respect of Newmont’s Cripple Creek and Xxxxxx mine on terms mutually acceptable to Barrick and Newmont; (i) cooperating to obtain any necessary filings third party valuations of the Newmont Contributed Assets and of the Barrick Contributed Assets for Xxxxxxx’x use and Newmont’s use, in recording the accounting impacts associated with any Governmental Authority. In furtherance of this Section 7.1, each Party shall designate a representative to act as the primary point of contact for all communications between the Parties between the Effective Date and the Closing Date with respect to transaction contemplated by this Agreement and the Transactions.joint venture formed in connection herewith; and (bj) All appearances, presentations, briefs, and proposals made or submitted by or on behalf of either otherwise cooperating with the other Party before any Governmental Authority in connection with the approval performance by such other Party of this Agreement its obligations hereunder. For greater clarity, the foregoing shall in no way condition or qualify the Transactions shall be subject to covenants of the joint approval or disapproval in advance Parties set out herein and the joint control of the Parties, acting with the advice of their ’ respective counsel, and each Party will consult and fully cooperate with the other Party, and consider in good faith the views of the other Party, in connection with any obligations to perform such appearance, presentation, brief, or proposal; provided, however, that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. Each Party will provide the other with copies of all written communications from Governmental Authorities relating to the approval or disapproval of this Agreement or the Transactionscovenants.

Efforts to Close. (a) Subject to this Section 7.1the terms and conditions herein, each of the Parties agrees to hereto shall use its commercially reasonable efforts their Commercially Reasonable Efforts to consummate and make effective, as soon as reasonably practicable, and in any event on or prior to the date that is one hundred (100) days from the Effective Termination Date, the Transactions, including, but not limited to, including the satisfaction of all conditions thereto set forth herein, and, if and to the extent practicable, to do so at a single Closing. Such actions shall include exerting their commercially reasonable efforts include, without limitation, exercising its Commercially Reasonable Efforts to obtain each of the consents, authorizations and approvals of all private parties and any Governmental Authority whose consent or other Person which is reasonably necessary to effectuate the Transactions, including, in the case of Seller, Seller's Required Regulatory Approvals and Seller's Required Consents, in the case of CPS, CPS's Required Regulatory Approvals and CPS's Required Consents, and in the case of PurchaserTexas Genco, PurchaserTexas Genco's Required Regulatory Approvals and PurchaserTexas Genco's Required Consents, and effecting all other necessary registrations and filings, including including, without limitation, filings under Applicable applicable Laws, including the HSR Act, Act and all other necessary filings with any Governmental Authority. In furtherance of this Section 7.1, each Party shall designate a representative to act as the primary point of contact for all communications between the Parties between the Effective Date and the Closing Date with respect to this Agreement and the Transactions. (b) All Any appearances, presentations, briefs, filings, and proposals made or submitted by or on behalf of either two or more Parties jointly seeking a Required Regulatory Approval or by a Party before any Governmental Authority in connection with the approval of this Agreement or the Transactions to support another Party seeking a Required Regulatory Approval hereunder shall be subject to the joint approval or disapproval in advance and the joint control of the Partieseach involved Party, acting with the advice of their respective counsel, and each involved Party will consult and fully cooperate with the other PartyParty or Parties, and consider in good faith the views of the other PartyParty or Parties, in connection with any such appearance, presentation, brief, or proposal; provided, however, provided that nothing will prevent a Party from responding to a subpoena or other legal process as required by law Law or submitting factual information in response to a request therefor. Each Party will provide the other with copies of all written communications from Governmental Authorities relating to the approval any of its Required Regulatory Approvals or disapproval of this Agreement or the Transactionswith respect to a Party's supporting filing for another Party's Required Regulatory Approvals.

Efforts to Close. (a) Subject Through the Closing Date, subject to this Section 7.1the terms and conditions herein provided, each of the Parties agrees will, and will cause the respective Subsidiaries within their control to, use Commercially Reasonable Efforts to use its commercially take all reasonable efforts actions and do all reasonable things necessary, proper or advisable, under Applicable Laws, Contract or otherwise to consummate and make effective, as soon as reasonably practicable, and in any event on or prior to the date that is one hundred (100) days from the Effective Date, the Contemplated Transactions, including, but not limited to, including the satisfaction of all conditions thereto set forth herein. Such actions shall include exerting using their commercially reasonable efforts Commercially Reasonable Efforts to obtain the consents, authorizations and approvals of all private non-governmental third parties and any Governmental Authority Authorities whose consent is reasonably necessary to effectuate the Transactions, including, in Contemplated Transactions (including the case of Seller, Seller's Required Regulatory Approvals Governmental Conditions and Seller's Required ConsentsThird-Party Conditions) and to reasonably promptly make all necessary filings, and in the case of Purchaserthereafter make any other required submissions, Purchaser's Required Regulatory Approvals and Purchaser's Required Consents, and effecting all other necessary registrations and filings, including filings under Applicable Laws, including the HSR Act, and all other necessary filings with any Governmental Authority. In furtherance of this Section 7.1, each Party shall designate a representative to act as the primary point of contact for all communications between the Parties between the Effective Date and the Closing Date with respect to this Agreement, any Related Agreement and the Transactions. Contemplated Transactions required under any Contract or Applicable Law. Without limitation to the foregoing, through to the Closing Date (bi) All appearances, presentations, briefs, the Parties shall be obliged to keep each other reasonably informed of the steps taken in compliance with this Section 6.4 and proposals the progress toward satisfying the of the closing conditions set forth in Article VIII including by communicating with each other on a regular basis with respect to progress made to date in respect of satisfaction of any and all of the closing conditions set forth in Article VIII and any issues arising in connection therewith which might reasonably be expected to delay or submitted by or on behalf of either Party before prevent such satisfaction; and (ii) in relation to any Governmental Authority in connection with Condition, if the approval of this Agreement Purchaser or the Transactions shall be subject Sellers, as the case may be, requests that it do so, the Sellers or the Purchaser, as applicable, will use all Commercially Reasonable Efforts to provide the requesting party with access to the joint approval or disapproval in advance Governmental Authority responsible for such Governmental Condition for the purposes of fulfilling such Governmental Condition and the joint control of the Parties, acting with the advice of their respective counsel, and each Party will consult and fully cooperate with the other Party, and consider in good faith the views of the other Party, provide such information in connection with any such appearance, presentation, brief, or proposal; provided, however, application in connection with that nothing will prevent a Party from responding to a subpoena or other legal process Governmental Condition as required by law or submitting factual information in response to a request therefor. Each Party will provide the other with copies of all written communications from Governmental Authorities relating to the approval or disapproval of this Agreement or the Transactionsrequesting party shall reasonably request.

Efforts to Close. (a) Subject to this Section 7.1the terms and conditions provided herein, each of the Parties agrees to cooperate and to use commercially reasonable 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 consummate the transactions contemplated by this Agreement, including the satisfaction of all conditions precedent to the obligations of such Party set forth herein that it is required and obligated to satisfy (or to cause to be satisfied) in order to proceed with the Closing. Without limiting the foregoing, each Party, as promptly as practicable, shall use its commercially reasonable efforts to consummate and make effective, as soon as reasonably practicable, and in any event to: (a) comply promptly with all legal requirements which may be imposed on or prior to the date that is one hundred (100) days from the Effective Date, the Transactions, including, but not limited to, the satisfaction of all conditions thereto set forth herein. Such actions shall include exerting their commercially reasonable efforts to obtain the consents, authorizations and approvals of all private parties and any Governmental Authority whose consent is reasonably necessary to effectuate the Transactions, including, in the case of Seller, Seller's Required Regulatory Approvals and Seller's Required Consents, and in the case of Purchaser, Purchaser's Required Regulatory Approvals and Purchaser's Required Consents, and effecting all other necessary registrations and filings, including filings under Applicable Laws, including the HSR Act, and all other necessary filings with any Governmental Authority. In furtherance of this Section 7.1, each Party shall designate a representative to act as the primary point of contact for all communications between the Parties between the Effective Date and the Closing Date it with respect to this Agreement and the Transactions. transactions contemplated by this Agreement, including furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental Body, and make, or cause to be made, all filings and submissions required to be made by it under applicable Law to consummate the transactions contemplated hereby; (b) All appearancesobtain, presentationsor cause to be obtained, briefsall consents and approvals necessary for it to consummate the transactions contemplated hereby; (c) take or cause to be taken all other actions necessary and proper in order to fulfill its obligations hereunder; (d) coordinate and cooperate with the other Party in providing such information and supplying such assistance as may be reasonably requested by such other Party, and proposals made Governmental Body or submitted by or on behalf of either Party before any Governmental Authority other Person in connection with the approval foregoing; and (e) complete the Reorganization, if any. Notwithstanding the foregoing, neither Renova nor any of this Agreement its Affiliates shall have any obligation to give any guarantee or pay any consent fee or other consideration of any nature in excess of US$1,000,000 in the Transactions shall be subject to the joint approval or disapproval in advance and the joint control of the Parties, acting with the advice of their respective counsel, and each Party will consult and fully cooperate with the other Party, and consider in good faith the views of the other Party, aggregate in connection with the delivery of any such appearancewaiver, presentationconsent, brief, approval or proposal; provided, however, that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. Each Party will provide the other with copies of all written communications from Governmental Authorities authorization relating to the approval or disapproval of transactions contemplated by this Agreement. EMYC and Renova shall not take any action inconsistent with their obligations under this Agreement that would materially hinder or delay the Transactionsconsummation of the transactions contemplated by this Agreement.

Efforts to Close. (a) Subject to this Section 7.1the terms and conditions herein, each of the Parties agrees to shall use its commercially reasonable efforts to consummate and make effectiveeffective the transactions contemplated hereby, and each of the Parties shall use commercially reasonable efforts to jointly CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. consult and cooperate with the other Parties to consummate and make effective the transactions contemplated hereby, as soon as reasonably practicable, and in any event on or prior to the date that is one hundred (100) days from the Effective Date, the Transactions, including, but not limited to, including the satisfaction of all conditions thereto set forth herein; provided, however, that this shall in no way impair the Parties’ respective termination rights under Section 13.01. Such actions The Sellers and Purchaser shall include exerting their commercially reasonable efforts jointly consult and cooperate prior to obtain the consents, authorizations and approvals of all private parties and any Governmental Authority whose consent is reasonably necessary to effectuate the Transactions, including, in the case of Seller, Seller's Required Regulatory Approvals and Seller's Required Consents, and in the case of Purchaser, Purchaser's Required Regulatory Approvals and Purchaser's Required Consents, and effecting all other necessary registrations and filings, including filings under Applicable Laws, including the HSR Act, and all other necessary filings with any Governmental Authority. In furtherance of this Section 7.1, each Party shall designate a representative to act as the primary point of contact for all communications between the Parties between the Effective Date and the Closing Date with respect to this Agreement and the Transactions. (b) All appearances, presentations, briefs, briefs and proposals made or submitted by or on behalf of either Party Seller or Purchaser before any Governmental Authority regulatory authority in connection with the approval of this Agreement or the Transactions shall be subject to the joint approval or disapproval in advance and the joint control of transactions contemplated hereby and the Parties, acting with the advice of their respective counsel, Sellers and each Party Purchaser will consult and fully cooperate with the other Partyeach other, and consider in good faith the views of the other Partyother, in connection with any such appearance, presentation, brief, brief or proposal; provided, however, that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. Each Party The Sellers and Purchaser will provide the other with copies of all written communications from Governmental Authorities relating to the approval or disapproval of this Agreement and the transactions contemplated hereby, including any Seller Regulatory Approval or Purchaser Regulatory Approval, as applicable. Sellers shall use commercially reasonable efforts to cooperate with Purchaser in its efforts to obtain the Transactionsestoppel certificates attached as Exhibit 8.02(a). For the avoidance of doubt, in no event shall such cooperation require either Seller to make any payment to the signatories of such estoppel certificates.

Efforts to Close. (a) Subject to this Section 7.1the terms and conditions herein, each of the Parties agrees to hereto shall use its commercially reasonable efforts Commercially Reasonable Efforts to consummate and make effective, as soon as reasonably practicable, and in any event on or prior to the date that is one hundred (100) days from the Effective Date, the Transactions, including, but not limited to, including the satisfaction of all conditions thereto set forth herein. Such actions shall include exerting their commercially reasonable efforts include, in the case of Seller, exercising its Commercially Reasonable Efforts to obtain obtain, or to cause one or more of the Assigning Affiliates to obtain, at the earliest practicable date and in any event prior to the Closing Date, each of the consents, waivers, authorizations and approvals of all private parties and any Governmental Authority whose consent which is reasonably necessary to effectuate the Transactions, including, in the case of Seller, including Seller's Required Regulatory Approvals Approvals, and exercising its Commercially Reasonable Efforts to obtain, or to cause one or more of the Assigning Affiliates to obtain, at the earliest practicable date and in any event prior to the Closing Date, each of the consents, waivers, authorizations and approvals of any other Person which is reasonably necessary to effectuate the Transactions or which is required to transfer, convey and assign to Purchaser at the Closing any and all rights of Seller and the Assigning Affiliates, including contractual rights, necessary to operate the Purchased Assets, including Seller's Required Consents, and the Title Policy and effecting all other necessary notifications, registrations and filings, including, without limitation, filings under applicable Laws, including the HSR Act, and all other necessary filings with any Governmental Authority having jurisdiction over Seller, any of the Assigning Affiliates or the Project. Such actions shall include, in the case of Purchaser, exercising its Commercially Reasonable Efforts to obtain each of the Permits, licenses, consents, waivers, authorizations and approvals of any Governmental Authority or other Person which is reasonably necessary to effectuate the Transactions, including Purchaser's Required Regulatory Approvals and Purchaser's Required Consents, and effecting all other necessary notifications, registrations and filings, including including, without limitation, filings under Applicable applicable Laws, including the HSR Act, and all other necessary filings with any Governmental Authority. In furtherance of this Section 7.1, each Party shall designate a representative to act as the primary point of contact for all communications between the Parties between the Effective Date and the Closing Date with respect to this Agreement and the Transactions. (b) All appearances, presentations, briefs, and proposals made Authority having jurisdiction over Purchaser or submitted by or on behalf of either Party before any Governmental Authority in connection with the approval of this Agreement or the Transactions shall be subject to the joint approval or disapproval in advance and the joint control of the Parties, acting with the advice of their respective counsel, and each Party will consult and fully cooperate with the other Party, and consider in good faith the views of the other Party, in connection with any such appearance, presentation, brief, or proposal; provided, however, that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request thereforParticipating Entergy Operating Companies. Each Party will provide the other with copies of all written communications received by it from Governmental Authorities relating to the approval or disapproval of this Agreement Agreement, the Ancillary Agreements or the Transactions.

Efforts to Close. (a) Subject to this Section 7.1, each of the Parties agrees to Each Party will use its commercially reasonable efforts Reasonable Efforts to consummate take all actions and do all things necessary, proper, or advisable to consummate, make effective, and comply with all of the terms of this Agreement (including entry into the Transaction Documents as soon as reasonably practicable, applicable and in any event on or prior to the date that is one hundred (100) days from the Effective Date, the Transactions, includingsatisfaction, but not limited towaiver, of the satisfaction of all Closing conditions thereto for which it is responsible or otherwise in control, as set forth hereinin Article 9). Such actions shall include exerting their commercially reasonable efforts to obtain the consents, authorizations and approvals of all private parties and any Governmental Authority whose consent is reasonably necessary to effectuate the Transactions, including, in the case of Seller, Seller's Required Regulatory Approvals and Seller's Required Consents, and in the case of Purchaser, Purchaser's Required Regulatory Approvals and Purchaser's Required Consents, and effecting all other necessary registrations and filings, including filings under Applicable Laws, including the HSR Act, and all other necessary filings with any Governmental Authority. In furtherance of this Section 7.1, each Each Party shall designate a representative cooperate with the other in connection with all actions to act as the primary point of contact for all communications between the Parties between the Effective Date and the Closing Date with respect to this Agreement and the Transactions. (b) All appearances, presentations, briefs, and proposals made or submitted by or on behalf of either Party before any Governmental Authority be taken in connection with the approval foregoing sentence. Seller and Shareholders shall fully cooperate with Buyer (and will exercise Reasonable Efforts) in, Buyer’s licensing efforts (including, prior to Closing, at Closing and after Closing), including assisting Buyer to obtain all of this Agreement or the Transactions Licenses set forth on Schedule 9.1(j). Seller and Shareholders will give any notices to Third Parties, and will use its Reasonable Efforts to obtain any Third Party Consents referred to herein. The form and content of all notices shall be subject mutually agreeable to the joint approval or disapproval in advance and the joint control of the Parties, acting reasonably. Seller will give any notices to, make any filings with, and use its Reasonable Efforts to obtain all Licenses and Consents of Governmental Authorities, if any, required of Seller pursuant to any applicable Law in connection with the advice of their respective counselTransactions. Buyer will give any notices to, make any filings with, and each Party will consult use its Reasonable Efforts to obtain all Licenses and fully cooperate Consents of Governmental Authorities, if any, required of Buyer pursuant to any applicable Law in connection with the other PartyTransactions. In addition, Buyer and consider Seller shall work together expeditiously and in good faith to identify and obtain all other Consents needed in order to consummate the views Transactions, including but not limited to consumer consents that may be necessary to transfer the Acquired Seller Pipeline Loans, counterparty consents that may be necessary to transfer the Contracts, Business Intellectual Property and other agreements, and consents that may be required by any state and federal licenses and approvals. Furthermore, upon execution of this Agreement, Seller shall provide to Buyer a preliminary list of the other PartyContracts that require counterparty consent for assignment of such Contract to Buyer, and Seller, working in connection coordination with any such appearanceBuyer, presentation, brief, or proposal; provided, however, that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. Each Party will provide to Buyer, no later than 21 days prior to Closing, a final list of the other with copies Contracts that require counterparty consent for assignment of all written communications such Contract to Buyer. Furthermore, upon execution of this Agreement, Seller shall provide to Buyer a preliminary list of the Consents from Governmental Authorities relating that are required to operate the approval or disapproval Business, and, working in coordination with Buyer, Seller will provide to Buyer, no later than 14 days following the date hereof, a final list of this Agreement or the Transactionssuch Consents from Governmental Authorities.

Efforts to Close. (a) Subject to the terms and conditions provided in this Section 7.1Agreement and except as otherwise provided in this Agreement, each of the Parties agrees to parties hereto shall cooperate with each other and use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable, or as required under applicable Legal Requirements, to consummate and make effectiveeffective the Transactions as promptly as practicable, including by using commercially reasonable efforts to take all action necessary to satisfy all of the conditions to the obligations of the other party or parties hereto to effect the Transactions set forth in Article VII, to obtain all necessary waivers, consents, approvals and other documents required to be delivered by such party hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in each case in order to consummate and make effective the Transactions for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. (b) Each of the Seller, the Company and Buyer shall use their commercially reasonable best efforts to prepare and file all necessary documentation, effect all necessary applications, notices, petitions, registration, filings and other documents, and obtain the authorization, approval or consent of any Governmental Entity, whether U.S. federal, state, local or foreign, and all other approvals and consents from any other Person (including the Required Consents) that may be reasonably required in connection with the consummation of the Transactions. To the extent permitted by Legal Requirements, and subject to all applicable privileges (including the attorney-client privilege), each of the parties hereto shall promptly inform the other of any material communication between the Company or Buyer (as applicable) and any Governmental Entity regarding the Transactions. If the Company or Buyer or any Affiliate thereof shall receive any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the Transactions, then the Company or Buyer (as applicable) shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. (c) Pursuant to Section 721 and in any event on or prior to the date that is one hundred (100) days from CFIUS Regulations, Buyer, and the Effective Date, the Transactions, including, but not limited to, the satisfaction of all conditions thereto set forth herein. Such actions Seller shall include exerting use their commercially reasonable best efforts to obtain prepare and file with CFIUS (1) a draft joint voluntary notice of the consentsTransactions within fifteen (15) Business Days following the date of this Agreement and (2) a formal joint voluntary notice pursuant to Section 721, authorizations and approvals as promptly as practicable after receipt of CFIUS comments on such draft joint voluntary notice or confirmation by CFIUS that it has no comments. Buyer or Seller shall make all private parties and any Governmental Authority whose consent is reasonably necessary commercially reasonable best efforts to effectuate secure CFIUS Clearance as promptly as practicable after the Transactions, including, in date of the case filing of Seller, Seller's Required Regulatory Approvals and Seller's Required Consents, and in the case of Purchaser, Purchaser's Required Regulatory Approvals and Purchaser's Required Consents, and effecting all other necessary registrations and filings, including filings under Applicable Laws, including the HSR Act, and all other necessary filings with any Governmental Authority. In furtherance joint voluntary notice; provided that for purposes of this Section 7.16.1(c), “commercially reasonable best efforts” shall mean, in respect of obtaining CFIUS Clearance, that each Party party shall designate a representative to act as the primary point of contact for pay all communications between the Parties between the Effective Date costs, expenses and fees incurred by each such party in connection therewith and the Closing Date with respect parties shall otherwise take all such commercially reasonable actions and agree to this Agreement and the Transactions. (b) All appearances, presentations, briefs, and proposals made such commercially reasonable requirements or submitted conditions to mitigate any national security concerns as may be requested or required by or on behalf of either Party before any Governmental Authority CFIUS in connection with the approval of this Agreement or the Transactions shall be subject to the joint approval or disapproval in advance and the joint control of the Parties, acting with the advice of their respective counsel, and each Party will consult and fully cooperate with the other Party, and consider in good faith the views of the other Party, in connection with any such appearance, presentation, briefwith, or proposalas a condition of, the CFIUS Clearance; provided, however, that nothing will prevent a Party from responding Buyer shall not be required to a subpoena enter into any agreement that materially interferes with Buyer’s ability to participate in the management, effective control or other legal process as required by law exercise of full rights of ownership of the Company, including any obligation to sell, transfer, hold separate, divest, or submitting factual information in response to a request therefor. Each Party will provide otherwise dispose of the other with copies of all written communications from Governmental Authorities relating to the approval Company’s businesses or disapproval of this Agreement assets or the Transactionsassets of the Business.

Efforts to Close. (a) Subject to this Section 7.16.1, each of the Parties agrees to use its their commercially reasonable efforts to consummate and make effective, as soon as reasonably practicable, and in any event on or prior to the date that is one hundred (100) days from the Effective DateSeptember 30, 2005, the Transactions, including, but not limited to, including the satisfaction of all conditions thereto set forth herein. Such actions shall include exerting include, exercising their commercially reasonable efforts to obtain the consents, authorizations and approvals of all private parties and any Governmental Authority whose consent is reasonably necessary to effectuate the Transactions, including, in the case of SellerSellers, Seller's Sellers' Required Regulatory Approvals and Seller's Sellers' Required Consents, and in the case of PurchaserPurchasers, Purchaser's Purchasers' Required Regulatory Approvals and Purchaser's Purchasers' Required Consents, and effecting all other necessary registrations and filings, including filings under Applicable Laws, including the HSR Act, and all other necessary filings with any Governmental Authority. In furtherance of this Section 7.16.1, each Party shall designate a representative to act as the primary point of contact for all communications between the Parties between the Effective Date and the Closing Date with respect to this Agreement and the Transactions. (b) All appearances, presentations, briefs, and proposals made or submitted by or on behalf of either any Party before any Governmental Authority in connection with the approval of this Agreement or the Transactions shall be subject to the joint approval or disapproval in advance and the joint control of the Parties, acting with the advice of their respective counsel, and each Party will consult and fully cooperate with the other Party, and consider in good faith the views of the other Party, in connection with any such appearance, presentation, brief, or proposal; provided, however, that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. Each Party will provide the other with copies of all written communications from Governmental Authorities relating to the approval or disapproval of this Agreement or the Transactions.

Efforts to Close. (a) Subject to this Section 7.1the terms and conditions herein, each of the Parties agrees shall cooperate, and shall cause their Representatives to cooperate, with the other and use its commercially reasonable efforts to consummate and make effective, as soon as reasonably practicable, and in any event on or prior to the date that is one hundred (100) days from the Effective Date, the Transactions, including, but not limited to, the satisfaction of all conditions thereto set forth herein. Such actions shall include exerting their commercially reasonable efforts to obtain the consents, authorizations and approvals of all private parties and any Governmental Authority whose consent is reasonably necessary to effectuate the Transactions, including, (i) in the case of Seller, exercising commercially reasonable efforts to (A) file a motion with the Bankruptcy Court seeking approval of the Final Sale Order within ten (10) Business Days after the Effective Date, and have the Final Sale Order approved as soon as possible thereafter; provided, that the Seller shall not be required to file the Final Sale Order on an “emergency basis,” (B) obtain each of the Consents of any Governmental Authority or other Person required for the Closing to occur or required to transfer, convey, and assign the Purchased Assets and the Assumed Liabilities to Purchaser at the Closing, including Seller's Required ’s Regulatory Approvals and Seller's Required ’s Consents, and in the case of Purchaser, Purchaser's Required Regulatory Approvals and Purchaser's Required Consents, and effecting (C) effect all other necessary registrations notifications, registrations, and filings, including filings under Applicable Laws, including the HSR Act, and all other necessary filings with any Governmental Authority. In furtherance Authority having jurisdiction over Seller or the Project, (D) obtain the instruments and documents described in Section 3.2(e), (E) release or remove, or obtain the release or removal of, all Encumbrances described in Part II of this Section 7.1Schedule 1.1C, each Party shall designate a representative and (F) satisfy all conditions of Seller to act as the primary point of contact for all communications between the Parties between the Effective Date and the Closing Date with respect to this Agreement and the Transactions. (b) All appearances, presentations, briefsset forth herein, and proposals made or submitted by or on behalf (ii) in the case of either Party before Purchaser, exercising commercially reasonable efforts to (A) obtain each of the Consents of any Governmental Authority or other Person required for the Closing to occur or required to receive the Purchased Assets and the Assumed Liabilities from Seller at the Closing, including Purchaser’s Regulatory Approvals and Purchaser’s Consents, (B) effect all other necessary notifications, registrations, and filings, including filings under Laws, and all other necessary filings with any Governmental Authority having jurisdiction over Purchaser or the Project, and (C) satisfy all conditions of Purchaser to the Closing set forth herein, in connection with the approval of each case without limiting Seller’s or Purchaser’s (as applicable) obligations under this Agreement or the Transactions shall be subject to the joint approval or disapproval in advance and the joint control of the Parties, acting with the advice of their respective counsel, and each Party will consult and fully cooperate with the other Party, and consider in good faith the views of the other Party, in connection with any such appearance, presentation, brief, or proposal; provided, however, that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. Each Party will provide the other with copies of all written communications from Governmental Authorities relating to the approval or disapproval of this Agreement or the Transactions.Ancillary

Efforts to Close. (a) Subject ). In addition to the actions specifically provided for elsewhere in this Section 7.1Agreement, each of the Parties agrees shall cooperate with each other and use (and shall cause their respective Subsidiaries and Affiliates to use) their commercially reasonable efforts, prior to, at and after the Closing Date, to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things reasonably necessary on its part under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable; provided that no Equityholder shall be required to pay or commit to pay any amounts in connection therewith (including with respect to any third party consents). Without limiting the foregoing, the Company shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.3 of the Disclosure Letter. Notwithstanding anything herein to the contrary, the Parties acknowledge and agree that Purchaser’s obligation to use its commercially reasonable efforts set forth in this Section 6.3 shall not include an obligation of Purchaser to consummate and make effective(i) propose, as soon as reasonably practicablenegotiate, and in any event on offer to commit, effect or prior agree to the date that is one hundred (100) days from the Effective Dateby consent decree, hold separate order, or otherwise, the Transactionssale, includingdivestiture, but not limited totransfer, license, disposition, or hold separate (through the satisfaction establishment of all conditions thereto set forth herein. Such actions shall include exerting their commercially reasonable efforts to obtain a trust or otherwise) of any assets, properties, or businesses of the consents, authorizations and approvals of all private parties and any Governmental Authority whose consent is reasonably necessary to effectuate the Transactions, including, in the case of Seller, Seller's Required Regulatory Approvals and Seller's Required Consents, and in the case Group Companies or of Purchaser’s business or of the assets, properties, or businesses to be acquired pursuant to this Agreement, (ii) terminate, modify, or assign existing relationships, Contracts, or obligations of Purchaser or of Purchaser's Required Regulatory Approvals and ’s business or those relating to any assets, properties, or businesses to be acquired pursuant to this Agreement, (iii) change or modify any course of conduct regarding future operations of Purchaser or of Purchaser's Required Consents’s business or the assets, and effecting all other necessary registrations and filingsproperties, including filings under Applicable Laws, including the HSR Act, and all other necessary filings with any Governmental Authority. In furtherance of this Section 7.1, each Party shall designate a representative or businesses to act as the primary point of contact for all communications between the Parties between the Effective Date and the Closing Date with respect be acquired pursuant to this Agreement and the Transactions. or (biv) All appearances, presentations, briefs, and proposals made or submitted by or agree to any other limitation on behalf of either Party before its ability to effectively control any Governmental Authority in connection with the approval of this Agreement or the Transactions shall be subject to the joint approval or disapproval in advance and the joint control portion of the Parties, acting with the advice of their respective counsel, and each Party will consult and fully cooperate with the other Party, and consider in good faith the views business of the other Party, in connection with any such appearance, presentation, briefGroup Companies or of Purchaser’s business, or proposal; provided, however, any limitation that nothing will prevent a Party from responding would affect its ability to a subpoena control the operations of any portion of the business of the Group Companies or other legal process as required by law or submitting factual information in response to a request therefor. Each Party will provide the other with copies of all written communications from Governmental Authorities relating to the approval or disapproval of this Agreement or the TransactionsPurchaser’s business.

Efforts to Close. (a) Subject to this Section 7.1the terms and conditions herein, each of the Parties agrees shall cooperate, and shall cause their Representatives to cooperate, with the other Parties and use its commercially reasonable efforts Commercially Reasonable Efforts to consummate and make effective, as soon as reasonably practicable, and in any event on or prior to the date that is one hundred (100) days from the Effective Date, the Transactions, including, but not limited to, the satisfaction of all conditions thereto set forth herein. Such actions shall include exerting their commercially reasonable efforts to obtain the consents, authorizations and approvals of all private parties and any Governmental Authority whose consent is reasonably necessary to effectuate the Transactions, including, (i) in the case of Seller, exercising Commercially Reasonable Efforts to (A) obtain the Consents of any Governmental Authority or other Person required for the Closing to occur or required to transfer, convey and assign the Purchased Assets and the Assumed Liabilities to the applicable Purchaser at the Closing, including Seller's Required Regulatory Approvals and Seller's Required Consents, and in the case of Purchaser, Purchaser's Required Regulatory Approvals and Purchaser's Required Consents, and effecting (B) effect all other necessary notifications, registrations and filings, including filings under Applicable Laws, including the HSR Act, and all other necessary filings with any Governmental Authority. In furtherance Authority having jurisdiction over Seller or the Project, (C) release or remove, or obtain the release or removal of, all Encumbrances described in Schedule 1.1C, and (D) satisfy all conditions of this Section 7.1, each Party shall designate a representative Seller to act as the primary point of contact for all communications between the Parties between the Effective Date and the Closing Date set forth herein, and (ii) in the case of each Purchaser, exercising Commercially Reasonable Efforts to (A) obtain the Consents of any Governmental Authority or other Person required for the Closing to occur or required to receive the applicable Purchased Assets and assume the Assumed Liabilities from Seller at the Closing, including such Purchaser's Regulatory Approvals and Purchasers' Consents, (B) effect all other necessary notifications, registrations and filings, including filings under Laws, and all other necessary filings with respect any Governmental Authority having jurisdiction over such Purchaser or the Project and (C) satisfy all conditions of such Purchaser to this Agreement and the TransactionsClosing set forth herein. (b) All appearances, presentations, briefsNothing in Section 6.1(a) is intended to or shall vary the terms of any discretion or judgment (however expressed) granted to a Party herein or in any Ancillary Agreement. For the avoidance of doubt, and proposals made or submitted by or on behalf without limiting the generality of either Party before any Governmental Authority the foregoing, nothing in connection with the approval of this Agreement shall require any Purchaser or any Affiliate of any Purchaser to offer, accept, or fulfill any term or condition of, or any limitation on, the Transactions shall be subject applicable Purchasers' Regulatory Approvals that is unsatisfactory to the joint such Purchaser in its sole and absolute discretion, including any term or condition requiring such Purchaser (or any of its Affiliates) to dispose of, sell, or transfer ownership or control of any of its assets, properties or businesses, hold or retain separate particular assets or categories of assets, properties or businesses, or agree to divest, dispose of or hold separate one or more assets or properties or conditioning approval or disapproval in advance and the joint control authorization on any of the Parties, acting with the advice of their respective counsel, and each Party will consult and fully cooperate with the other Party, and consider in good faith the views of the other Party, in connection with any such appearance, presentation, brief, or proposal; provided, however, that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. Each Party will provide the other with copies of all written communications from Governmental Authorities relating to the approval or disapproval of this Agreement or the Transactionssame.

Efforts to Close. (a) Subject Each Party will use its reasonable efforts to take such actions and do such things necessary, proper, or advisable to consummate, make effective, and comply with all of the terms of this Agreement (including satisfaction, but not waiver, of the Closing conditions for which it is responsible or otherwise in control, as set forth in ARTICLE 9). Each Party shall cooperate with the others in connection with all actions to be taken in connection with the foregoing sentence (including satisfaction, but not waiver, of the Closing conditions for which it is responsible or otherwise in control, as set forth in ARTICLE 9). Sellers will, and will cause their Affiliates to, give any notices to Third Parties, and will use their reasonable efforts to obtain any consents of Third Parties, referred to herein or otherwise required to be made or obtained in order to transfer or assign any of the Acquired Assets to Buyer hereunder. The form and content of all such notices and consents shall be mutually agreeable to the Parties, acting reasonably. Without limiting the foregoing, each Party shall cooperate with the others in order to identify any hedging instruments relating to Seller Pipeline Loans that bear interest rate guarantees and negotiate and enter into, at closing, such instruments of assignment and assumption that may be necessary in order to transfer such hedging instruments to Buyer and to counterparties reasonably acceptable to Buyer. (b) Without limiting the generality of Section 7.17.3(a), each of the Parties agrees to will use its commercially reasonable efforts to obtain all permits, consents, approvals and authorizations of all Governmental Authorities necessary to consummate the transactions contemplated hereby, including the consents and make effectiveapprovals referred to in Section 5.2 of the Buyer Disclosure Schedule and Schedule 6.2. In furtherance (but not in limitation) of the foregoing, Sellers and Buyer shall file any required applications, notice or other filings with Governmental Authorities as soon as reasonably practicable, and in any event on or prior to practicable after the date that is one hundred (100) days from execution hereof. To the Effective Date, the Transactions, including, but not limited to, the satisfaction of all conditions thereto set forth herein. Such actions shall include exerting their commercially reasonable efforts to obtain the consents, authorizations and approvals of all private parties and any Governmental Authority whose consent is reasonably necessary to effectuate the Transactions, including, in the case of Seller, Seller's Required Regulatory Approvals and Seller's Required Consents, and in the case of Purchaser, Purchaser's Required Regulatory Approvals and Purchaser's Required Consents, and effecting all other necessary registrations and filings, including filings under Applicable Laws, including the HSR Act, and all other necessary filings with any Governmental Authority. In furtherance of this Section 7.1extent permitted by Law, each Party shall designate a representative keep the others apprised of the status of matters relating to act as the primary point completion of contact for all communications between the Parties between the Effective Date and the Closing Date with respect to transactions contemplated by this Agreement and shall promptly inform the Transactions. (b) All appearances, presentations, briefsother Parties of any oral communication with, and proposals provide copies of any written communications with, any Governmental Authority regarding the transactions contemplated under this Agreement. To the extent permitted by Law, each Party agrees, upon request, to furnish the other Parties with all information concerning itself, its subsidiaries (if applicable), directors, officers and stockholders, and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made or submitted by or on behalf of either such other Parties or any of their respective subsidiaries (if applicable) to any Third Party before any or Governmental Authority in connection with the Transactions. The Seller Parties shall reasonably cooperate with the Buyer in connection with Buyer’s efforts to enter into new investor agreements; provided, that the foregoing shall not obligate any Seller Party to expend any funds or enter into any Contract. (c) Buyer shall apply for the FDIC Approval within 30 days following the date hereof, and if Buyer fails to do so, then, notwithstanding anything to the contrary herein, Buyer shall not have any rights to extend the End Date under Section 10.1(b) (meaning the End Date shall be 150 days following the date hereof unless extended by Parent pursuant to Section 10.1(b)(i)). (d) To the extent permitted by Law, Buyer shall provide HLC Inc. with monthly updates (or more frequently as may be reasonably requested by HLC Inc.) related to Buyer’s process of obtaining the FDIC Approval and shall promptly inform the Seller Parties if Buyer or its Affiliates become aware that the FDIC Approval is reasonably likely to be materially delayed, conditioned or withheld. (e) Within a reasonable period of time following the date hereof, Buyer shall contact each Tier 1 and Tier 2 Investor and, thereafter, shall use its reasonable efforts to submit all requested materials to each Tier 1 or Tier 2 Investor for approval within a reasonable period of time after being requested to do so by such Tier 1 or Tier 2 Investor. (f) Buyer shall provide HLC Inc. with a copy of each written proposal, term sheet or other Contract from a Tier 1 or Tier 2 Investor concerning a potential investor agreement and each written proposal, term sheet or other Contract that Buyer provides to a Tier 1 or Tier 2 Investor concerning a potential investor agreement; provided, that Buyer shall have no obligation to provide HLC Inc. with any such materials the disclosure of which would violate any Law or result in a breach of the confidentiality provisions of such proposal, term sheet or other Contract, or any other Contract to which Buyer or any of its Affiliates is a party or bound. Buyer shall also provide HLC Inc. with monthly updates (or more frequently as may be reasonably requested by HLC Inc.) related to Buyer’s process of obtaining the Bona Fide Proposals and shall promptly inform the Seller Parties if Buyer or its Affiliates become aware that satisfaction of the condition set forth in Section 9.1(m) is reasonably likely to be materially delayed, conditioned or withheld. (g) Notwithstanding the foregoing or anything else in this Agreement or the Transactions shall be subject to the joint approval contrary, (i) none of any Seller Party, Buyer or disapproval in advance and the joint control of the Parties, acting with the advice any of their respective counselAffiliates shall have any obligation to offer or pay any consideration (other than customary filing or processing fees with Governmental Authorities) in order to obtain any consents, approvals or authorizations referred to in this Section 7.3 and (ii) Sellers shall not, and each Party will consult and fully cooperate shall cause their Affiliates not to, make any agreement or understanding affecting the Acquired Assets, the Assumed Liabilities or the Business as a condition for obtaining any such consents, approvals or authorizations except with the other Party, and consider in good faith the views prior written consent of the other Party, in connection with any such appearance, presentation, brief, or proposal; provided, however, that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. Each Party will provide the other with copies of all written communications from Governmental Authorities relating to the approval or disapproval of this Agreement or the TransactionsBuyer.

Efforts to Close. (a) Subject to this Section 7.1the terms and conditions herein, each of the Parties agrees to hereto shall use its commercially reasonable efforts Commercially Reasonable Efforts to consummate and make effective, as soon as reasonably practicable, and in any event on or prior to the date that is one hundred (100) days from the Effective Date, the Purchaser Transactions, including, but not limited to, including the satisfaction of all conditions thereto set forth herein. Such actions shall include exerting their commercially reasonable efforts to obtain the consents, authorizations and approvals of all private parties and any Governmental Authority whose consent is reasonably necessary to effectuate the Transactions, includinginclude, in the case of Seller, (a) exercising its Commercially Reasonable Efforts to obtain (i) each of the Real Estate Curative Documents (as defined in Section 8.17(h)) and (ii) each of the consents, waivers, authorizations and approvals of any Governmental Authority or other Person which is reasonably necessary to effectuate the Transactions or which is required to transfer, convey and assign to Purchaser at the Closing any and all rights of Seller, including contractual rights, necessary to operate the Purchased Assets, including Seller's Required Regulatory Approvals and Approvals, Seller's Required Consents, Consents and in the case of Purchaser, Purchaser's Required Regulatory Approvals and Purchaser's Required Consents, Title Policy and effecting all other necessary notifications, registrations and filings, including including, without limitation, filings under Applicable applicable Laws, including the HSR Act, and all other necessary filings with any Governmental Authority. In furtherance Authority having jurisdiction over Seller or the Project and (b) executing the Termination of this Section 7.1, each Party shall designate a representative to act as Pre-Closing Interconnection Letter promptly after the primary point execution of contact for all communications between the Parties between the Effective Date and the Closing Date with respect to this Agreement and sending the executed Letter to Purchaser. Such actions shall include, in the case of Purchaser, exercising its Commercially Reasonable Efforts to (a) obtain each of the consents, waivers, authorizations and approvals of any Governmental Authority or other Person which is reasonably necessary to effectuate the Purchaser Transactions. , including Purchaser's Required Regulatory Approvals, Purchaser's Additional Regulatory Approvals and Purchaser's Required Consents, and effecting all other necessary notifications, registrations and filings, including, without limitation, filings under applicable Laws, including the HSR Act, and all other necessary filings with any Governmental Authority having jurisdiction over Purchaser or any of the Participating Entergy Operating Companies and (b) All appearanceswithin a reasonable period of time after its receipt of the Termination of Pre-Closing Interconnection Letter from Seller, presentations, briefs, and proposals made or submitted by or on behalf of either Party before any make all necessary filings with the applicable Governmental Authority in connection with to effect the approval of this Agreement or the Transactions shall be subject to the joint approval or disapproval in advance and the joint control termination of the Parties, acting with the advice of their respective counsel, and each Party will consult and fully cooperate with the other Party, and consider in good faith the views agreement described therein as of the other Party, in connection with any such appearance, presentation, brief, or proposal; provided, however, that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. Each Party will provide the other with copies of all written communications from Governmental Authorities relating to the approval or disapproval of this Agreement or the TransactionsClosing Date.

Efforts to Close. (a) Subject Upon the terms and subject to the conditions and other agreements set forth in this Section 7.1Agreement, each Seller and Buyer shall (a) refrain from taking any actions that could reasonably be expected to impair, delay or impede the Closing, and (b) without limiting any other provision of the Parties agrees to this Agreement, use its commercially reasonable efforts to cause all the conditions to the obligations of the other party to consummate and make effective, the transactions contemplated by this Agreement to be met as soon as reasonably practicable. Notwithstanding the foregoing or anything else in this Agreement, and nothing in this Agreement shall require Seller to agree to or execute any event on material changes to any Contracts, offer or prior grant any accommodation (financial or otherwise), commence any Proceeding or make any payments to any third party in order to obtain third party consents to the date that is one hundred (100) days from the Effective Datetransactions contemplated by this Agreement, the Transactions, including, but not limited to, the satisfaction of all conditions thereto set forth herein. Such actions shall include exerting their commercially reasonable efforts to obtain the consents, authorizations and approvals of all private parties and any Governmental Authority whose consent is reasonably necessary to effectuate the Transactions, including, except in the case of Seller, Seller's Required Regulatory Approvals and Seller's Required Consents, and in the case of Purchaser, Purchaser's Required Regulatory Approvals and Purchaser's Required Consents, and effecting all other necessary registrations and filings, including filings under Applicable Laws, including the HSR Act, and all other necessary filings with any Governmental Authority. In furtherance of this Section 7.1, each Party where such material change shall designate a representative to act as the primary point of contact for all communications between the Parties between the Effective Date and only be effective upon the Closing Date with respect to this Agreement and the Transactionswhere such payments are expressly contemplated by a Contract between Seller and such third party. (b) All appearancesSeller hereby covenants and agrees that it will not enter into any public offering, presentationsmerger, briefscombination, and proposals made divestiture, financing, joint venture, sale and/or acquisition agreement in whatever form, except for agreements in the ordinary course of business (including, without limitation, joint venture, sale license or submitted distribution agreements) or enter into any other transaction that would preclude the consummation of the transactions contemplated by or on behalf this Agreement. (c) Promptly after the execution of either Party before any Governmental Authority this Agreement, Seller shall deliver to Hope Road Merchandising, L.L.C. a notice of the assignment of the License Agreement in connection with the approval form attached hereto as Exhibit E as required under Section 20(c) of the License Agreement. (d) Buyer shall use its reasonable best efforts to obtain as soon as possible after the date of this Agreement or a consent and waiver from Aegis Capital Corp. so that the Transactions shall NBEV Shares may be subject to the joint approval or disapproval in advance and the joint control of the Parties, acting with the advice of their respective counsel, and each Party will consult and fully cooperate with the other Party, and consider in good faith the views issued as soon as all of the other Partyclosing conditions set forth herein have been satisfied or waived, free from the lock-up restriction set forth in connection with any such appearance, presentation, brief, or proposal; provided, however, that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. Each Party will provide Section 3.17 of the other with copies of all written communications from Governmental Authorities relating to the approval or disapproval of this Agreement or the TransactionsUnderwriting Agreement.

Efforts to Close. (a) Subject to this Section 7.1the terms and conditions herein, each of the Parties agrees to shall use its commercially reasonable efforts to consummate and make effectiveeffective the transactions CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. contemplated hereby, and each of the Parties shall use commercially reasonable efforts to jointly consult and cooperate with the other Parties to consummate and make effective the transactions contemplated hereby, as soon as reasonably practicable, and in any event on or prior to the date that is one hundred (100) days from the Effective Date, the Transactions, including, but not limited to, including the satisfaction of all conditions thereto set forth herein; provided, however, that this shall in no way impair the Parties’ respective termination rights under Section 13.01. Such actions The Sellers and Purchaser shall include exerting their commercially reasonable efforts jointly consult and cooperate prior to obtain the consents, authorizations and approvals of all private parties and any Governmental Authority whose consent is reasonably necessary to effectuate the Transactions, including, in the case of Seller, Seller's Required Regulatory Approvals and Seller's Required Consents, and in the case of Purchaser, Purchaser's Required Regulatory Approvals and Purchaser's Required Consents, and effecting all other necessary registrations and filings, including filings under Applicable Laws, including the HSR Act, and all other necessary filings with any Governmental Authority. In furtherance of this Section 7.1, each Party shall designate a representative to act as the primary point of contact for all communications between the Parties between the Effective Date and the Closing Date with respect to this Agreement and the Transactions. (b) All appearances, presentations, briefs, briefs and proposals made or submitted by or on behalf of either Party Seller or Purchaser before any Governmental Authority regulatory authority in connection with the approval of this Agreement or the Transactions shall be subject to the joint approval or disapproval in advance and the joint control of transactions contemplated hereby and the Parties, acting with the advice of their respective counsel, Sellers and each Party Purchaser will consult and fully cooperate with the other Partyeach other, and consider in good faith the views of the other Partyother, in connection with any such appearance, presentation, brief, brief or proposal; provided, however, that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. Each Party The Sellers and Purchaser will provide the other with copies of all written communications from Governmental Authorities relating to the approval or disapproval of this Agreement and the transactions contemplated hereby, including any Seller Regulatory Approval or Purchaser Regulatory Approval, as applicable. Sellers shall use commercially reasonable efforts to cooperate with Purchaser in its efforts to obtain the Transactionsestoppel certificates attached as Exhibit 8.02(a). For the avoidance of doubt, in no event shall such cooperation require either Seller to make any payment to the signatories of such estoppel certificates.

Efforts to Close. (a) Subject During the period from the date hereof to this Section 7.1the Closing, each of the Parties agrees to Seller and Buyer shall cooperate and use its commercially their respective reasonable efforts to consummate fulfill as promptly as practicable the conditions precedent to the other party’s obligations hereunder, including securing as promptly as practicable all consents, approvals, waivers and make effectiveauthorizations required in connection with the transactions contemplated hereby. Without limiting the generality of the foregoing, Buyer and Seller will cooperate in making all filings and submissions required by any applicable Laws and in filing any additional information requested as soon as reasonably practicablepracticable after receipt of such request therefor. Subject to applicable Laws and the instructions of any Governmental Authority, Seller and Buyer each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Seller and Buyer, as the case may be, from any third party and/or any Governmental Authority with respect to such transactions. (b) Each of Buyer and Seller shall (i) promptly notify the other party of any written communication to that party from any Governmental Authority relating to the Purchased Assets and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any of the foregoing, (ii) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning the Purchased Assets unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat, and in any event on or prior (iii) to the date that is one hundred (100) days from extent permitted under applicable Law, furnish the Effective Date, the Transactions, including, but not limited to, the satisfaction other party with copies of all conditions thereto set forth herein. Such actions shall include exerting their commercially reasonable efforts to obtain the consentscorrespondence, authorizations filings, and approvals of all private parties written communications between such party and any Governmental Authority whose consent is reasonably necessary to effectuate the Transactions, including, in the case of Seller, Seller's Required Regulatory Approvals and Seller's Required Consents, and in the case of Purchaser, Purchaser's Required Regulatory Approvals and Purchaser's Required Consents, and effecting all other necessary registrations and filings, including filings under Applicable Laws, including the HSR Act, and all other necessary filings with any Governmental Authority. In furtherance of this Section 7.1, each Party shall designate a representative to act as the primary point of contact for all communications between the Parties between the Effective Date and the Closing Date with respect to this Agreement and the Transactionstransactions contemplated hereby (unless the furnishing of such information would (1) violate the provisions of any applicable Law or any confidentiality agreement or (2) cause the loss of the attorney-client privilege with respect thereto; provided that each such party shall use its reasonable commercial efforts to promptly communicate to the other party the substance of any such communication, whether by redacting parts of such material communication or otherwise, so that such communication would not violate applicable Law or cause the loss of the attorney-client privilege with respect thereto). (bc) All appearances, presentations, briefs, Seller acknowledges that certain of the trademarks included in the Purchased Assets are registered in its prior corporate name and proposals made that Buyer may prepare for Seller’s signature and file prior to or submitted by or on behalf of either Party before any Governmental Authority in connection after the Closing with the approval of this Agreement or applicable Governmental Authorities documentation to correct the Transactions shall be subject name. Seller agrees to promptly reimburse Buyer for all filing fees and foreign legal counsel fees incurred by Buyer to effect the joint approval or disapproval in advance and foregoing. (d) Except as otherwise provided herein, the joint control obligations of the Parties, acting with the advice of their respective counsel, and each Party will consult and fully cooperate with the other Party, and consider in good faith the views parties under this Section 5.3 shall not include any requirement of the parties to expend money (other Partythan normal legal and professional fees), commence or participate in connection with any such appearance, presentation, brief, litigation or proposal; provided, however, that nothing will prevent a Party from responding offer or grant any accommodation (financial or otherwise) to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. Each Party will provide the other with copies of all written communications from Governmental Authorities relating to the approval or disapproval of this Agreement or the Transactionsany third Person.

Efforts to Close. (a) Subject to the terms and conditions of this Section 7.1Agreement, each of the Parties agrees to Sellers and Purchaser shall use its commercially reasonable efforts to consummate take, or cause to be taken, all actions and make effectiveto do, as soon as reasonably practicableor cause to be done, and to assist and cooperate with the other Party in any event on doing, all things necessary, proper or prior advisable under applicable Laws to the date that is one hundred (100) days from the Effective Date, consummate the Transactions, including, but not limited to, including (i) the satisfaction obtaining of all conditions thereto set forth herein. Such necessary actions shall include exerting their commercially reasonable efforts to obtain the or nonactions, waivers, consents, authorizations Permits, and approvals from Governmental Authorities and the making of all private parties and any Governmental Authority whose consent is reasonably necessary to effectuate the Transactions, including, in the case of Seller, Seller's Required Regulatory Approvals and Seller's Required Consents, and in the case of Purchaser, Purchaser's Required Regulatory Approvals and Purchaser's Required Consents, and effecting all other necessary registrations and filingsfilings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid a Claim by, any Governmental Authorities, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, third parties, including filings under Applicable Lawsnon-governmental Health Care Programs, including the HSR Act, and all other necessary filings with any Governmental Authority. In furtherance of this Section 7.1, each Party shall designate a representative to act as the primary point of contact for all communications between the Parties between the Effective Date and the Closing Date with respect to Assumed Contracts or otherwise, and (iii) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement and the TransactionsAgreement. (b) All Without limiting the generality of the foregoing, each of Purchaser and the Sellers shall make an appropriate filing, if necessary, pursuant to the HSR Act with respect to the Transactions, promptly (and in any event, within fifteen (15) Business Days) after the Execution Date. In connection with such filings each of Purchaser and Sellers shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities such other information that the Governmental Authorities may reasonably request. Purchaser shall pay all applicable filing fees for the filings made pursuant to the requirements of the HSR Act. In no event shall Sellers, without Purchaser’s prior written consent, (i) withdraw their filing under the HSR Act or extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Transactions, (ii) propose, negotiate or agree to the sale, divestiture, license or other disposition of assets, operations, divisions, businesses, product lines, Contracts or customers of the White Oak Business or (iii) accept any conditions or take any other actions that would limit Purchaser’s freedom with respect to any assets, operations, divisions, businesses, product lines, Contracts, or customers of Purchaser or any of its Affiliates or any assets, operations, divisions, businesses, product lines, Contracts, or customers of the White Oak Business. (c) Subject to applicable confidentiality restrictions or restrictions required by Law, Sellers and Purchaser will notify the other Party promptly upon the receipt of: (i) any investigation, comments, questions or other inquiry from any officials of any Governmental Authority in connection with any filings made pursuant hereto and (ii) any request by any officials of any Governmental Authority for amendments or supplements to any filings made pursuant to any applicable Laws. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 6.03(a), Purchaser or Sellers, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the applicable Governmental Authority such amendment or supplement. Without limiting the generality of the foregoing, all analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made or submitted by or on behalf of either Party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the approval Transactions(but, for the avoidance of this Agreement doubt, not including any interactions between Purchaser or Sellers with Governmental Authorities in the Transactions Ordinary Course of Business or any disclosure which is not permitted by Law) shall be subject disclosed to the joint approval or disapproval other Party in advance of such filing, submission or attendance, it being the intent of Sellers and the joint control of the Parties, acting with the advice of their respective counsel, and each Party will Purchaser to consult and fully cooperate with the other Partyone another, and consider in good faith the views of the other Partyone another, in connection with any such appearanceanalyses, presentationappearances, briefmeetings, or proposaldiscussions, presentations, memoranda, briefs, filings, arguments and proposals; provided, however, that nothing will prevent a Party from responding the final determination as to a subpoena the appropriate course of action relating to any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals shall be made by Purchaser, after good faith consultation with the Sellers’ Representative. Neither Purchaser nor any of the Sellers shall independently participate in any substantive communication with any Governmental Authority in respect of any such filings, investigation, comments, questions or other legal process as required by law or submitting factual information in response to a request therefor. Each Party will provide inquiry without giving the other with copies prior notice of all written communications from Governmental Authorities relating the meeting, and, to the approval extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Sellers and Purchaser may, as they deem advisable, designate any competitively sensitive materials provided to the other under this Section 7.02 or disapproval any other section of this Agreement as “outside counsel only.” Such “outside counsel only” materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials and each party shall be permitted to redact any materials (i) to remove references concerning the valuation of the White Oak Business, (ii) as necessary to comply with contractual arrangements or applicable Law, and (iii) as necessary to address reasonable attorney-client or other privilege concerns. (d) Nothing in this Section 7.02 or otherwise in this Agreement shall require any party to this Agreement to respond to any “second request” or similar request for additional information or documentary material issued by any Governmental Authority pursuant to 15 U.S.C. § 18a(e) or 15 C.F.R. § 803.20 and in conjunction with the Transactions contemplated by this Agreement or to otherwise engage in any litigation with respect to the filings contemplated by this Section 7.02. (e) Nothing in this Section 7.02 or otherwise in this Agreement shall be interpreted to require Purchaser to propose, negotiate, effect or agree to, the sale, divestiture, hold separate condition, license or other disposition of any assets or businesses of Purchaser or its Affiliates or otherwise take any action that limits the freedom of action with respect to, or its ability to retain any of the assets, businesses, or product lines of Purchaser or its Affiliates. Purchaser shall have the right, but not the obligation, to oppose or refuse to consent to, through litigation or otherwise, any request, attempt or demand by any Governmental Authority or other Person for any sale, divestiture, hold separate condition, license or other disposition, or any other limitation of the freedom to act with respect to any assets, businesses or product lines of Purchaser or its Affiliates. Purchaser shall have the sole and exclusive right to direct and control any such litigation, with counsel of its own choosing, and Sellers shall reasonably cooperate with Purchaser with respect thereto. (f) Notwithstanding anything in this Section 7.02 to the contrary, with respect to the matters covered in this Section 7.02, Purchaser, after consulting with the Sellers’ Representative, shall make all decisions, lead in all discussions, negotiations and other actions, and coordinate all activities with respect to any requests that may be made by, or any actions, consents, undertakings, approvals, or waivers that may be sought by, any Governmental Authority, including determining the manner in which to contest or otherwise respond, by litigation or otherwise, to objections to, or Claims challenging, the consummation of the Transactions. Sellers shall take such reasonable actions to secure needed approvals from any Governmental Authority and shall cooperate with Purchaser in litigating or otherwise contesting objections to, or action challenging, the consummation of the Transactions.

Efforts to Close. (a) Subject to this Section 7.1, each of the Parties agrees to Sellers and Buyer will use its all commercially reasonable efforts to cause all of the conditions, as specified in Articles VII and VIII of this Agreement, to the obligations of the others to consummate and make effective, the transactions contemplated hereby to be met as soon as reasonably practicable, and in any event on or prior to practicable after the date that is one hundred (100) days from the Effective Date, the Transactions, including, but not limited to, the satisfaction of all conditions thereto set forth herein. Such actions shall include exerting their commercially reasonable efforts to obtain the consents, authorizations and approvals of all private parties and any Governmental Authority whose consent is reasonably necessary to effectuate the Transactions, including, in the case of Seller, Seller's Required Regulatory Approvals and Seller's Required Consents, and in the case of Purchaser, Purchaser's Required Regulatory Approvals and Purchaser's Required Consents, and effecting all other necessary registrations and filings, including filings under Applicable Laws, including the HSR Act, and all other necessary filings with any Governmental Authority. In furtherance of this Section 7.1, each Party shall designate a representative to act as the primary point of contact for all communications between the Parties between the Effective Date and the Closing Date with respect to this Agreement and the TransactionsAgreement. (b) All appearancesSellers and Buyer will comply fully with all applicable notification, presentationsreporting and other requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the Canada Competition Act. Sellers and Buyer will as soon as practicable file any additional information reasonably requested by any Governmental Entity. (c) Sellers and Buyer will each use its best efforts to obtain, briefsas soon as practicable, the Authorizations that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated hereby and will cooperate fully with each other in promptly seeking to obtain such Authorizations. (d) Buyer will, and proposals made or submitted by or cause its Affiliates to, promptly take any and all of the following actions to the extent required to eliminate any concerns on behalf the part of either Party before any Governmental Authority Entity regarding the legality under any Antitrust Law of Buyer’s purchase of the Business and the consummation of the transactions contemplated hereby: (i) make proposals, execute and carry out agreements, and/or submit to judicial or administrative orders providing for the sale or other disposition, or the holding separate (through the establishment of a trust or otherwise) of particular assets or categories of assets or businesses of Buyer or its Affiliates or the Business; (ii) use its best efforts to prevent the entry in connection with an Action brought under any Antitrust Law of any preliminary or permanent injunction or other order that would prevent, delay or make unlawful the approval consummation of the transactions contemplated by this Agreement; (iii) in the event that such an injunction or order has been issued, promptly take any and all actions necessary to vacate, modify or suspend such injunction or order so as to permit the consummation of the transactions contemplated by this Agreement as nearly as possible on the schedule contemplated by this Agreement, including without limitation appeal, the posting of a bond, or the Transactions shall be subject actions contemplated in Section 6.02(d)(i) above; and (iv) promptly take all other actions necessary to avoid or eliminate each and every impediment under any Antitrust Law to the joint approval or disapproval in advance and the joint control consummation of the Parties, acting with the advice transactions contemplated by this Agreement. The obligations contained in this Section 6.02 are in addition to and not in limitation of their respective counsel, any other obligations of Buyer and each Party will consult and fully cooperate with the other Party, and consider in good faith the views of the other Party, in connection with any such appearance, presentation, brief, or proposal; provided, however, that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. Each Party will provide the other with copies of all written communications from Governmental Authorities relating to the approval or disapproval of its Affiliates under this Agreement or the TransactionsAgreement.

Efforts to Close. (a) Purchaser represents and warrants to Seller that it knows of no reason that the Closing conditions set forth in Article VIII cannot be satisfied prior to the Termination Date. Subject to this Section 7.1the terms and conditions herein, each of the Parties agrees to shall use its commercially reasonable efforts Commercially Reasonable Efforts to cause all of the conditions to the consummation of the Closing to be fulfilled or otherwise satisfied by it, and to take all other actions and to do all other things necessary in order to consummate and make effective, as soon as reasonably practicable, and in any event on or prior to the date that is one hundred (100) days from the Effective Date, the Transactions, including, but not limited to, the satisfaction of all conditions thereto set forth hereintransactions contemplated by this Agreement. Such actions Each Party shall include exerting their commercially reasonable efforts use its Commercially Reasonable Efforts to obtain the all authorizations, consents, authorizations orders, and approvals of of, and to give all private parties notices to and any make all filings with, all Governmental Authority whose consent is reasonably Authorities (including those pertaining to Governmental Approvals) and other Third Parties that may be or become necessary to effectuate the Transactionstransactions contemplated hereby, including, in the case of Seller, Seller's ’s Required Regulatory Approvals and Seller's ’s Required Consents, and in the case of Purchaser, the Purchaser's ’s Required Regulatory Approvals and Purchaser's ’s Required Consents, and effecting all other necessary registrations and filings, including including, without limitation, filings under Applicable Lawsapplicable Law, including under the HSR ActAct and with FERC and applicable state utility regulatory commissions, and all other necessary filings with with, or notices to, any Governmental Authority. In furtherance Seller shall use its Commercially Reasonable Efforts to cooperate with Purchaser in obtaining the requisite consents to the transfer of this Section 7.1, each the Environmental Permits which constitute Transferable Permits and shall cooperate with Purchaser in connection with Purchaser’s efforts to obtain the reissuance or procurement of other Environmental Permits. Each Party shall designate a representative cooperate fully with the other Party in promptly seeking to act as obtain all such authorizations, consents, orders, and approvals, giving such notices, and making such filings. The Parties hereto shall have the primary point right to review in advance all characterizations of contact for all communications between the Parties between the Effective Date and the Closing Date with respect information relating to this Agreement and the Transactionstransactions contemplated hereby that appear in any filing made with a Governmental Authority as contemplated herein. Each of Seller and Purchaser agrees to make appropriate filings of (i) a Notification and Report Form pursuant to the HSR Act and any required filings with FERC or for other Federal Approvals, with respect to the transactions contemplated hereby within twenty (20) Business Days of the date hereof and (ii) any required filings with applicable state utility regulatory commissions or for other State Approvals within thirty (30) calendar days of the date hereof. The Parties shall respond promptly to any requests for additional information made by any of such agencies, and cause the waiting periods under the HSR Act to terminate or expire, and the approvals of FERC and applicable state utility regulatory commissions to be obtained, at the earliest possible date after the date of filing. (b) All appearances, presentations, briefs, and proposals made or submitted by or on behalf of either Party before any Governmental Authority in connection with the approval of this Agreement or the Transactions shall be subject to the joint approval or disapproval in advance and the joint control of the Parties, acting with the advice of their respective counsel, and each Party will consult and fully cooperate with the other Party, and consider in good faith the views of the other Party, in connection with any such appearance, presentation, brief, or proposal; provided, however, that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. Each Party will provide the other with copies of all written communications from Governmental Authorities relating to the approval or disapproval of this Agreement Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby. (c) Notwithstanding the foregoing, it is agreed that, while Seller shall initiate the process of obtaining certain consents and shall cooperate as described above, Purchaser shall have (i) the primary responsibility to secure, at Purchaser’s sole cost and expense, all consents, approvals and waivers from any Persons for the transfer, issuance, reissuance or renewal of any necessary Permits effective prior to the TransactionsClosing Date that are required for the ownership, lease, use, maintenance or operation of the Purchased Assets.

Efforts to Close. (a) Subject Upon the terms and subject to the conditions and other agreements set forth in this Section 7.1Agreement, each Sellers and Buyer shall (a) refrain from taking any actions that could reasonably be expected to impair, delay or impede the Closing, and (b) without limiting any other provision of the Parties agrees to this Agreement, use its commercially reasonable efforts to cause all the conditions to the obligations of the other party to consummate and make effective, the transactions contemplated by this Agreement to be met as soon as reasonably practicable, and in any event on or prior to the date that is one hundred (100) days from the Effective Date, the Transactions, including, but not limited to, the satisfaction of all conditions thereto set forth herein. Such actions shall include exerting their commercially reasonable efforts to obtain the consents, authorizations and approvals of all private parties and any Governmental Authority whose consent is reasonably necessary to effectuate the Transactions, including, in the case of Seller, Seller's Required Regulatory Approvals and Seller's Required Consents, and in the case of Purchaser, Purchaser's Required Regulatory Approvals and Purchaser's Required Consents, and effecting all other necessary registrations and filings, including filings under Applicable Laws, including the HSR Act, and all other necessary filings with any Governmental Authority. In furtherance of this Section 7.1, each Party shall designate a representative to act as the primary point of contact for all communications between the Parties between the Effective Date and the Closing Date with respect to this Agreement and the Transactions. (b) All appearancesBuyer shall use its reasonable best efforts to (x) enter into the Committment Letter and (y) arrange and obtain the Financing on the terms and conditions described in the Commitment Letter, presentationsincluding maintaining in effect the Commitment Letter and using its reasonable best efforts to (i) satisfy on a timely basis all conditions and covenants in the Commitment Letter, briefs(ii) promptly negotiate definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter or on other terms in the aggregate not materially less favorable to Buyer (unless otherwise agreed by Seller in its sole discretion), and proposals made (iii) consummate the Financing at or submitted by prior to Closing. Buyer shall not amend, alter or on behalf of either Party before waive, or agree to amend, alter or waive, the Commitment Letters in any Governmental Authority in connection with way that (x) materially and adversely affects the approval of this Agreement amount, availability, conditionality or the Transactions shall be subject to the joint approval or disapproval in advance and the joint control enforceability of the PartiesFinancing or Buyer's ability to consummate the transactions contemplated hereby, acting with or (y) could reasonably be expected to delay, hinder or prevent the advice of their respective counsel, and each Party will consult and fully cooperate with Closing or make the other Party, and consider in good faith the views Closing or funding of the Financing less likely to occur. (c) Sellers hereby covenant and agree that they will not enter into any public offering, merger, combination, divestiture, financing, joint venture, sale and/or acquisition agreement in whatever form, except for agreements in the ordinary course of business (including, without limitation, joint venture, sale license or distribution agreements) or enter into any other Party, in connection with any such appearance, presentation, brief, or proposal; provided, however, transaction that nothing will prevent a Party from responding to a subpoena or other legal process as required would preclude the consummation of the transactions contemplated by law or submitting factual information in response to a request therefor. Each Party will provide the other with copies of all written communications from Governmental Authorities relating to the approval or disapproval of this Agreement or the TransactionsAgreement.

Efforts to Close. (a) Subject to this Section 7.1, each of the Parties agrees to Each Party shall take all such actions as are within its power and otherwise use its commercially reasonable best efforts to consummate satisfy (or cause the satisfaction of) the Closing Conditions in Article 8 to the extent that such is within its control, and make effectiveto take, or cause to be taken, all other reasonable action and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law to complete the transactions contemplated hereby as soon as reasonably practicablepracticable following the date hereof, and not to take or agree to take any action that would reasonably be expected to delay or prevent the consummation of the transactions contemplated by this Agreement, including taking all such actions as are necessary in any event on respect of the following: (a) the establishment of the JV Company by Barrick; (b) the execution and delivery of the JV Agreement; (c) completion of the Barrick Pre-Closing Transactions and the Newmont Pre- Closing Transactions; (d) during the Interim Period, causing the JV Company to do all such things as may be necessary or prior advisable in order to give effect to the date that is one hundred transactions contemplated in this Agreement; (100e) days from the Effective Dateobtaining or cooperating in obtaining all necessary waivers, the Transactions, including, but not limited to, the satisfaction of all conditions thereto set forth herein. Such actions shall include exerting their commercially reasonable efforts to obtain the consents, authorizations consents and approvals of all private parties and any Governmental Authority whose consent is reasonably necessary required to effectuate be obtained to consummate the Transactions, including, transactions contemplated hereby; (f) effecting or cooperating in the case of Seller, Seller's Required Regulatory Approvals and Seller's Required Consents, and in the case of Purchaser, Purchaser's Required Regulatory Approvals and Purchaser's Required Consents, and effecting all other necessary registrations and filingsfilings and submissions of information requested by Governmental Authorities required to be effected by it in connection with the transactions contemplated hereby and participating and appearing in any required proceeding before Governmental Authorities in connection herewith; (g) opposing, including filings lifting or rescinding or cooperating in opposing, lifting or rescinding any injunction or restraining order or other order or action seeking to stop, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated under Applicable Lawsthis Agreement; (h) (i) cooperating to split, including replace or otherwise modify Contracts applicable to the HSR Actoperations of both the Newmont Contributed Assets and other operations of Newmont, and all other (ii) if requested by Newmont, negotiating in good faith to implement a toll milling arrangement with the JV Company in respect of Newmont’s Cripple Creek and Xxxxxx mine on terms mutually acceptable to Barrick and Newmont; (i) cooperating to obtain any necessary filings third party valuations of the Newmont Contributed Assets and of the Barrick Contributed Assets for Xxxxxxx’x use and Newmont’s use, in recording the accounting impacts associated with any Governmental Authority. In furtherance of this Section 7.1, each Party shall designate a representative to act as the primary point of contact for all communications between the Parties between the Effective Date and the Closing Date with respect to transaction contemplated by this Agreement and the Transactions.joint venture formed in connection herewith; and (bj) All appearances, presentations, briefs, and proposals made or submitted by or on behalf of either otherwise cooperating with the other Party before any Governmental Authority in connection with the approval performance by such other Party of this Agreement its obligations hereunder. For greater clarity, the foregoing shall in no way condition or qualify the Transactions shall be subject to covenants of the joint approval or disapproval in advance Parties set out herein and the joint control of the Parties, acting with the advice of their ’ respective counsel, and each Party will consult and fully cooperate with the other Party, and consider in good faith the views of the other Party, in connection with any obligations to perform such appearance, presentation, brief, or proposal; provided, however, that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. Each Party will provide the other with copies of all written communications from Governmental Authorities relating to the approval or disapproval of this Agreement or the Transactionscovenants.