Common use of Efforts to Close Clause in Contracts

Efforts to Close. Subject to the terms and conditions herein, each of the Parties shall use commercially reasonable efforts to consummate and make effective 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, 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. The Sellers and Purchaser shall jointly consult and cooperate prior to all appearances, presentations, briefs and proposals made or submitted by or on behalf of either Seller or Purchaser before any regulatory authority in connection with the approval of this Agreement and the transactions contemplated hereby and the Sellers and Purchaser will consult and fully cooperate with each other, and consider in good faith the views of the other, in connection with any such appearance, presentation, brief or proposal; provided, 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. 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 estoppel 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 the terms and conditions hereinthis Section 7.1, each of the Parties shall agrees to use its commercially reasonable efforts to consummate and make effective 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 herebyeffective, as soon as reasonably practicable, including 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; provided. Such actions shall include exerting their commercially reasonable efforts to obtain the consents, howeverauthorizations and approvals of all private parties and any Governmental Authority whose consent is reasonably necessary to effectuate the Transactions, that 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 in no way impair designate a representative to act as the Parties’ respective termination rights under Section 13.01. The Sellers primary point of contact for all communications between the Parties between the Effective Date and Purchaser shall jointly consult the Closing Date with respect to this Agreement and cooperate prior to all the Transactions. (b) All appearances, presentations, briefs briefs, and proposals made or submitted by or on behalf of either Seller or Purchaser Party before any regulatory authority 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 transactions contemplated hereby joint control of the Parties, acting with the advice of their respective counsel, and the Sellers and Purchaser each Party will consult and fully cooperate with each otherthe other Party, and consider in good faith the views of the otherother Party, 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. The Sellers and Purchaser Each Party will provide the other with copies of all written communications from Governmental Authorities relating to the approval or disapproval of this Agreement and or 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 estoppel 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 certificatesTransactions.

Efforts to Close. Subject to the terms and conditions provided herein, each of the Parties shall 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 and make effective 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 practicableby this Agreement, including the satisfaction of all conditions thereto precedent to the obligations of such Party set forth herein; provided, however, herein that this shall it is required and obligated to satisfy (or to cause to be satisfied) in no way impair the Parties’ respective termination rights under Section 13.01. The Sellers and Purchaser shall jointly consult and cooperate prior order to all appearances, presentations, briefs and proposals made or submitted by or on behalf of either Seller or Purchaser before any regulatory authority in connection proceed with the approval of Closing. Without limiting the foregoing, each Party, as promptly as practicable, shall use its commercially reasonable efforts to: (a) comply promptly with all legal requirements which may be imposed on it with respect to this Agreement and the transactions contemplated hereby and the Sellers and Purchaser will consult and fully cooperate with each otherby this Agreement, and consider in good faith the views of the other, including furnishing all information required by applicable Law in connection with approvals of or filings with any such appearanceGovernmental Body, presentationand make, brief or proposal; providedcause to be made, that nothing will prevent a Party from responding all filings and submissions required to a subpoena or other legal process as required be made by law or submitting factual information in response it under applicable Law to a request therefor. 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 consummate the transactions contemplated hereby; (b) obtain, including any Seller Regulatory Approval or Purchaser Regulatory Approvalcause to be obtained, as applicable. Sellers shall use commercially reasonable efforts all 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 Purchaser the other Party in providing such information and supplying such assistance as may be reasonably requested by such other Party, Governmental Body or other Person in connection with the foregoing; and (e) complete the Reorganization, if any. Notwithstanding the foregoing, neither Renova nor any of its efforts Affiliates shall have any obligation to obtain give any guarantee or pay any consent fee or other consideration of any nature in excess of US$1,000,000 in the estoppel certificates attached as Exhibit 8.02(a). For aggregate in connection with the avoidance delivery of doubtany waiver, in no event shall such cooperation require either Seller to make any payment consent, approval or authorization relating to the signatories 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 consummation of such estoppel certificatesthe transactions contemplated by this Agreement.

Efforts to Close. (a) Subject to the terms and conditions hereinthis Section 6.1, each of the Parties shall agrees to use their commercially reasonable efforts to consummate and make effective 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 herebyeffective, as soon as reasonably practicable, and in any event on or prior to September 30, 2005, the Transactions, including the satisfaction of all conditions thereto set forth herein; provided. Such actions shall include, howeverexercising their commercially reasonable efforts to obtain the consents, that 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 Sellers, Sellers' Required Regulatory Approvals and Sellers' Required Consents, and in the case of Purchasers, Purchasers' Required Regulatory Approvals and Purchasers' Required Consents, and effecting all other necessary registrations and filings, including filings under Applicable Laws, and all other necessary filings with any Governmental Authority. In furtherance of this Section 6.1, each Party shall in no way impair designate a representative to act as the Parties’ respective termination rights under Section 13.01. The Sellers primary point of contact for all communications between the Parties between the Effective Date and Purchaser shall jointly consult the Closing Date with respect to this Agreement and cooperate prior to all the Transactions. (b) All appearances, presentations, briefs briefs, and proposals made or submitted by or on behalf of either Seller or Purchaser any Party before any regulatory authority 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 transactions contemplated hereby joint control of the Parties, acting with the advice of their respective counsel, and the Sellers and Purchaser each Party will consult and fully cooperate with each otherthe other Party, and consider in good faith the views of the otherother Party, in connection with any such appearance, presentation, brief brief, or proposal; provided, 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. The Sellers and Purchaser Each Party will provide the other with copies of all written communications from Governmental Authorities relating to the approval or disapproval of this Agreement and or 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 estoppel 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 certificatesTransactions.

Efforts to Close. Subject to the terms (a) Sellers and conditions herein, each of the Parties shall Buyer will use 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 herebyhereby to be met as soon as practicable after the date of this Agreement. (b) Sellers and Buyer will comply fully with all applicable notification, reporting and each other requirements of the Parties shall 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 commercially reasonable its best 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 herebyobtain, as soon as reasonably practicable, including the satisfaction Authorizations that may be or become necessary for the performance of all conditions thereto set forth herein; provided, however, that this shall in no way impair the Parties’ respective termination rights its obligations under Section 13.01. The Sellers and Purchaser shall jointly consult and cooperate prior to all appearances, presentations, briefs and proposals made or submitted by or on behalf of either Seller or Purchaser before any regulatory authority in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby and the Sellers and Purchaser will consult and cooperate fully cooperate with each otherother in promptly seeking to obtain such Authorizations. (d) Buyer will, and consider in good faith the views cause its Affiliates to, promptly take any and all of the other, in connection with any such appearance, presentation, brief or proposal; provided, 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. The Sellers and Purchaser will provide the other with copies of all written communications from Governmental Authorities relating following actions to the approval or disapproval extent required to eliminate any concerns on the part of this Agreement any Governmental 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 an Action brought under any Antitrust Law of any preliminary or permanent injunction or other order that would prevent, delay or make unlawful the 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 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 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 estoppel 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 Antitrust Law to the signatories consummation of such estoppel certificatesthe transactions contemplated by this Agreement. The obligations contained in this Section 6.02 are in addition to and not in limitation of any other obligations of Buyer and its Affiliates under this Agreement.

Efforts to Close. (a) Subject to the terms and conditions herein, each of the Parties shall cooperate, and shall cause their Representatives to cooperate, with the other and use commercially reasonable efforts to consummate and make effective 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 herebyeffective, as soon as reasonably practicable, including the satisfaction Transactions. Such actions shall include (i) in the case of all conditions thereto set forth herein; providedSeller, however, that this shall in no way impair the Parties’ respective termination rights under Section 13.01. The Sellers and Purchaser shall jointly consult and cooperate prior exercising commercially reasonable efforts to all appearances, presentations, briefs and proposals made or submitted by or on behalf of either Seller or Purchaser before any regulatory authority in connection (A) file a motion with the Bankruptcy Court seeking approval of this Agreement and the transactions contemplated hereby and Final Sale Order within ten (10) Business Days after the Sellers and Purchaser will consult and fully cooperate with each otherEffective Date, and consider in good faith have the views of the other, in connection with any such appearance, presentation, brief or proposalFinal Sale Order approved as soon as possible thereafter; provided, that nothing will prevent a Party from responding the Seller shall not be required to a subpoena file the Final Sale Order on an “emergency basis,” (B) obtain each of the Consents of any Governmental Authority or other legal process as Person required by law for the Closing to occur or submitting factual information required to transfer, convey, and assign the Purchased Assets and the Assumed Liabilities to Purchaser at the Closing, including Seller’s Regulatory Approvals and Seller’s Consents, (C) effect all other necessary notifications, registrations, and filings, including filings under Laws, and all other necessary filings with any Governmental Authority having jurisdiction over Seller or the Project, (D) obtain the instruments and documents described in response to a request therefor. The Sellers Section 3.2(e), (E) release or remove, or obtain the release or removal of, all Encumbrances described in Part II of Schedule 1.1C, and Purchaser will provide the other with copies (F) satisfy all conditions of all written communications from Governmental Authorities relating Seller to the approval or disapproval Closing set forth herein, and (ii) in the case of this Agreement and the transactions contemplated herebyPurchaser, including any Seller Regulatory Approval or Purchaser Regulatory Approval, as applicable. Sellers shall use exercising commercially reasonable efforts to cooperate (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 in its efforts or the Project, and (C) satisfy all conditions of Purchaser to obtain the estoppel certificates attached as Exhibit 8.02(a). For the avoidance of doubtClosing set forth herein, in no event shall such cooperation require either Seller to make each case without limiting Seller’s or Purchaser’s (as applicable) obligations under this Agreement or any payment to the signatories of such estoppel certificates.Ancillary

Efforts to Close. Subject Each Party will use its Reasonable Efforts to 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 applicable and conditions hereinsatisfaction, each but not waiver, of the Parties Closing conditions for which it is responsible or otherwise in control, as set forth in Article 9). Each Party shall use commercially reasonable efforts to consummate and make effective 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 in connection with all actions to consummate and make effective the transactions contemplated hereby, as soon as reasonably practicable, 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. The Sellers and Purchaser shall jointly consult and cooperate prior to all appearances, presentations, briefs and proposals made or submitted by or on behalf of either Seller or Purchaser before any regulatory authority be taken in connection with the approval of this Agreement foregoing sentence. Seller and the transactions contemplated hereby and the Sellers and Purchaser will consult and Shareholders shall fully cooperate with each otherBuyer (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 the Licenses set forth on Schedule 9.1(j). Seller and Shareholders will give any notices to Third Parties, and consider will use its Reasonable Efforts to obtain any Third Party Consents referred to herein. The form and content of all notices shall be mutually agreeable to 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 Transactions. Buyer 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 Buyer pursuant to any applicable Law in connection with the Transactions. In addition, Buyer and 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 otherContracts 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, 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. The Sellers and Purchaser 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 of this Agreement and Business, and, working in coordination with Buyer, Seller will provide to Buyer, no later than 14 days following the transactions contemplated herebydate hereof, 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 estoppel 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 a final list of such estoppel certificatesConsents from Governmental Authorities.

Efforts to Close. Subject to the terms and conditions herein, each of the Parties shall use commercially reasonable efforts to consummate and make effective 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. 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, 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. The Sellers and Purchaser shall jointly consult and cooperate prior to all appearances, presentations, briefs and proposals made or submitted by or on behalf of either Seller or Purchaser before any regulatory authority in connection with the approval of this Agreement and the transactions contemplated hereby and the Sellers and Purchaser will consult and fully cooperate with each other, and consider in good faith the views of the other, in connection with any such appearance, presentation, brief or proposal; provided, 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. 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 estoppel 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) 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 the terms and conditions herein, each of the Parties shall use commercially reasonable efforts its 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 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 herebyeffective, as soon as reasonably practicable, the transactions contemplated by this Agreement. Each Party shall use its Commercially Reasonable Efforts to obtain all authorizations, consents, orders, and approvals of, and to give all notices to and make all filings with, all Governmental Authorities (including those pertaining to Governmental Approvals) and other Third Parties that may be or become necessary to effectuate the satisfaction transactions contemplated hereby, including, in the case of Seller, Seller’s Required Regulatory Approvals and Seller’s Required Consents, and in the case of Purchaser, the Purchaser’s Required Regulatory Approvals and Purchaser’s Required Consents, and effecting all conditions thereto set forth herein; providedother necessary registrations and filings, howeverincluding, that this without limitation, filings under applicable Law, including under the HSR Act and with FERC and applicable state utility regulatory commissions, and all other necessary filings with, or notices to, any Governmental Authority. Seller shall use its Commercially Reasonable Efforts to cooperate with Purchaser in no way impair obtaining the Parties’ respective termination rights under Section 13.01. The Sellers requisite consents to the transfer of the Environmental Permits which constitute Transferable Permits and shall cooperate with Purchaser shall jointly consult and cooperate prior to all appearances, presentations, briefs and proposals made or submitted by or on behalf of either Seller or Purchaser before any regulatory authority in connection with Purchaser’s efforts to obtain the approval reissuance or procurement of other Environmental Permits. Each Party shall cooperate fully with the other Party in promptly seeking to obtain all such authorizations, consents, orders, and approvals, giving such notices, and making such filings. The Parties hereto shall have the right to review in advance all characterizations of the information relating to this Agreement and the transactions 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 Sellers approvals of FERC and Purchaser will consult and fully cooperate with each otherapplicable state utility regulatory commissions to be obtained, and consider in good faith at the views earliest possible date after the date of the other, in connection with any such appearance, presentation, brief or proposal; provided, that nothing will prevent a filing. (b) Each Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. 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 Agreement, the Ancillary Agreements and the transactions contemplated herebyhereby and thereby. (c) Notwithstanding the foregoing, including 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 Seller Regulatory Approval Persons for the transfer, issuance, reissuance or Purchaser Regulatory Approval, as applicable. Sellers shall use commercially reasonable efforts to cooperate with Purchaser in its efforts to obtain the estoppel certificates attached as Exhibit 8.02(a). For the avoidance renewal of doubt, in no event shall such cooperation require either Seller to make any payment necessary Permits effective prior to the signatories Closing Date that are required for the ownership, lease, use, maintenance or operation of such estoppel certificatesthe Purchased Assets.

Efforts to Close. Subject to (a) Upon the terms and subject to the conditions hereinand other agreements set forth in this Agreement, 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 shall this Agreement, use commercially reasonable efforts to cause all the conditions to the obligations of the other party to consummate and make effective the transactions contemplated hereby, and each of the Parties shall use commercially reasonable efforts by this Agreement 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, be met as soon as reasonably practicable. Notwithstanding the foregoing or anything else in this Agreement, including nothing in this Agreement shall require Seller to agree to or execute any material changes to any Contracts, offer or 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 satisfaction transactions contemplated by this Agreement, except in the case where such material change shall only be effective upon the Closing and where such payments are expressly contemplated by a Contract between Seller and such third party. (b) Seller hereby covenants and agrees that it 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 all conditions thereto set forth herein; providedbusiness (including, howeverwithout limitation, joint venture, sale license or distribution agreements) or enter into any other transaction that would preclude the consummation of the transactions contemplated by this Agreement. (c) Promptly after the execution of this Agreement, Seller shall deliver to Hope Road Merchandising, L.L.C. a notice of the assignment of the License Agreement in no way impair the Parties’ respective termination rights form attached hereto as Exhibit E as required under Section 13.01. The Sellers and Purchaser 20(c) of the License Agreement. (d) Buyer shall jointly consult and cooperate prior use its reasonable best efforts to all appearances, presentations, briefs and proposals made or submitted by or on behalf of either Seller or Purchaser before any regulatory authority in connection with obtain as soon as possible after the approval date of this Agreement a consent and waiver from Aegis Capital Corp. so that the transactions contemplated hereby and the Sellers and Purchaser will consult and fully cooperate with each other, and consider in good faith the views NBEV Shares may be issued as soon as all of the otherother closing 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, 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. The Sellers and Purchaser 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 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 estoppel 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 certificatesUnderwriting Agreement.