Common use of Efforts to Consummate Transaction Clause in Contracts

Efforts to Consummate Transaction. (a) From the date hereof through the Closing Date, upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement. The parties will use their commercially reasonable efforts and cooperate with one another (i) in promptly determining whether any filings are required to be made or consents, approvals, waivers, licenses, permits or authorizations are required to be obtained (or, which if not obtained, would result in a Material Adverse Effect or an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable Law or regulation or from any Governmental or Regulatory Authority or third parties, and (ii) in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, permits or authorizations. (b) From the date hereof through the Closing Date, the Contributing Parties shall give prompt written notice to IEP of: (i) any occurrence, or failure to occur, of any event whose occurrence or failure to occur would reasonably be expected to cause any representation or warranty of the Contributing Parties contained in this Agreement, if made on or as of the date of such event or as of the Closing Date, to be untrue or inaccurate, except for changes permitted by this Agreement and except to the extent that any representation and warranty is made as of a specified date, in which case, such representation and warranty shall be true, complete and accurate as of such date; or (ii) any failure of the Contributing Parties or of any officer, member, director, employee, consultant or agent of the Contributing Parties, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or them under this Agreement; provided, however, that no such notification shall affect the representations or warranties of the Contributing Parties or the conditions to the obligations of IEP hereunder. From the date hereof through the Closing Date, IEP shall give prompt written notice to the Contributing Parties of: (i) any occurrence, or failure to occur, of any event whose occurrence or failure to occur would reasonably be expected to cause any representation or warranty of IEP contained in this Agreement, if made on or as of the date of such event or as of the Closing Date, to be untrue or inaccurate, except for changes permitted by this Agreement and except to the extent that any representation and warranty is made as of a specified date, in which case, such representation and warranty shall be true, complete and accurate as of such date; or (ii) any failure of IEP or any officer, general partner, director, employee, consultant or agent of IEP, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or them under this Agreement; provided, however, that no such notification shall affect the representations or warranties of IEP or the conditions to the obligations of the Contributing Parties hereunder.

Efforts to Consummate Transaction. (a) From the date hereof through the Closing Date, upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. The parties will use their commercially reasonable efforts and cooperate with one another (i) in promptly determining whether any filings are required to be made or consents, approvals, waivers, licenses, permits or authorizations are required to be obtained (or, which if not obtained, would result in a Material Adverse Effect on the Company or the Subsidiaries or an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable Law or regulation or from any Governmental or Regulatory Authority or third parties, and (ii) in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, permits or authorizations. For purposes of this Section 5.2, Seller shall not be obligated to make any payment to any third party as a condition to obtaining such party’s consent or approval, other than for required filing fees. (b) As promptly as practicable following the date hereof: (i) Purchaser shall take all action necessary to call, give notice of and hold a meeting (the “Meeting”) of the holders of AREP Units to vote on the matters described in Sections 8.5 and 8.7 hereof (the “Proposals”); and (ii) Purchaser shall prepare and file with the SEC, a proxy or information statement (the “Statement”) of Purchaser to be sent to the holders of AREP Units in connection with the Meeting. Purchaser shall use commercially reasonable efforts to cause the Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of such Proposals, and all Statements and other documents relating thereto, shall be in form and substance reasonably acceptable to Purchaser, Seller, Barberry Corp. and High Coast Limited Partnership. Each of Barberry Corp. and High Coast Limited Partnership hereby agrees to vote all of its AREP Units in favor of the Proposals at the Meeting. Notwithstanding the foregoing, to the extent practicable, the parties shall take all necessary and appropriate action to cause the Proposals to be approved without a meeting of the holders of AREP Units in accordance with applicable law. (c) From the date hereof through the Closing Date, the Contributing Parties Seller shall give prompt written notice to IEP Purchaser of: (i) any occurrence, or failure to occur, of any event whose which occurrence or the failure to occur would reasonably be expected to cause any representation or warranty of any of the Contributing Parties Seller contained in this Agreement, if made on or as of the date of such event or as of the Closing Date, to be untrue or inaccurate, except for changes permitted by this Agreement and except to the extent that any representation and warranty is made as of a specified date, in which case, such representation and warranty shall be true, complete and accurate as of such date; or (ii) any failure of the Contributing Parties Seller, the Company, the Subsidiaries or of any officer, membergeneral partner, director, employee, consultant or agent of the Contributing PartiesSeller, the Company or the Subsidiaries, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or them under this Agreement; provided, however, that no such notification shall affect the representations or warranties of the Contributing Parties Seller or the conditions to the obligations of IEP hereunder. From the date hereof through the Closing Date, IEP shall give prompt written notice to the Contributing Parties of: (i) any occurrence, or failure to occur, of any event whose occurrence or failure to occur would reasonably be expected to cause any representation or warranty of IEP contained in this Agreement, if made on or as of the date of such event or as of the Closing Date, to be untrue or inaccurate, except for changes permitted by this Agreement and except to the extent that any representation and warranty is made as of a specified date, in which case, such representation and warranty shall be true, complete and accurate as of such date; or (ii) any failure of IEP or any officer, general partner, director, employee, consultant or agent of IEP, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or them under this Agreement; provided, however, that no such notification shall affect the representations or warranties of IEP or the conditions to the obligations of the Contributing Parties Purchaser hereunder.

Efforts to Consummate Transaction. Each of the parties hereto shall use commercially reasonable efforts to take or cause to be taken all actions required to be taken by it to consummate the Transaction and all other transactions contemplated by this Agreement and the Ancillary Documents, including the following: (a) From Each of the date hereof through parties hereto shall file or supply, or cause to be filed or supplied, as soon as reasonably practicable following the Closing Date, upon the terms and subject to the conditions set forth in execution of this Agreement, all material applications, notifications and information required to be filed or supplied by it pursuant to applicable Law or this Agreement in connection with the Transaction and all other transactions contemplated by this Agreement or any Ancillary Document. (b) In furtherance of Section 5.2(a), but without limitation: (i) the Purchaser and the Seller shall prepare and file, or cause to be filed, any notification and report form (each, a "Report") required to be filed by it under the HSR Act with respect to the consummation of the Transaction, as soon as reasonably practicable following the execution of this Agreement; (ii) each party hereto shall, as soon as reasonably practicable following the execution of this Agreement, cooperate with the other parties in making any filings required for the Company (a) to dispose of FERC-jurisdictional facilities under section 203 of the FPA, and (b) to reflect a change in status under section 205 of the FPA. (iii) each party hereto shall promptly inform the other parties of any communications from any Governmental Entity regarding the Transaction and, following consultation with the other parties regarding an appropriate response, promptly comply in good faith with any request for additional information or documentary material, and each such other party shall cooperate with and assist such party in complying with any such request; and (iv) each party hereto shall contest, to the extent commercially reasonable, any action, claim or suit seeking to have imposed any order, decree, judgment, injunction, ruling or order (whether temporary, preliminary, or permanent) that would prevent or materially delay the consummation of the Transaction. (c) Each of the parties hereto shall use its commercially reasonable efforts to takepromptly obtain, or cause to be takenand shall cooperate with each other in obtaining, all actions, Consents from Governmental Entities and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement. The parties will use their commercially reasonable efforts and cooperate with one another (i) in promptly determining whether any filings are required to be made or consents, approvals, waivers, licenses, permits or authorizations are third Persons required to be obtained (oras a condition to consummation of the Transaction, which if not obtained, would result including those Consents set forth in a Material Adverse Effect or an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable Law or regulation or from any Governmental or Regulatory Authority or third parties, and (ii) in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, permits or authorizationsSchedule 6.1(d). (bd) From None of the date hereof through the Closing Date, the Contributing Parties parties hereto shall give prompt written notice to IEP of: (i) enter into or complete any occurrence, or failure to occur, of any event whose occurrence or failure to occur would transactions that could reasonably be expected to cause any representation delay, hinder or warranty prohibit the consummation of the Contributing Parties contained in this AgreementTransaction, if made on or as of the date of such event or as of the Closing Date, to be untrue or inaccurate, except for changes permitted by this Agreement and except to the extent that any representation and warranty is made as of a specified date, in which case, such representation and warranty shall be true, complete and accurate as of such date; or (ii) any including failure of the Contributing Parties condition contained in Section 6.1(a) to be satisfied. (e) The Seller and the Company shall use commercially reasonable efforts to maintain any and all currently existing Company Permits and shall obtain any necessary renewals of Company Permits or reissuance of Company Permits in connection with the ordinary course of business, and the Company shall be responsible for any applicable fees associated with such renewals or reissuance of any officer, member, director, employee, consultant or agent of the Contributing Parties, Company Permits prior to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or them under this Agreement; provided, however, that no such notification shall affect the representations or warranties of the Contributing Parties or the conditions to the obligations of IEP hereunderClosing. From the date hereof through the Closing Date, IEP shall give prompt written notice to the Contributing Parties of: (i) any occurrence, or failure to occur, of any event whose occurrence or failure to occur would reasonably be expected to cause any representation or warranty of IEP contained in this Agreement, if made on or as of the date of such event or as of the Closing Date, to be untrue or inaccurate, except for changes permitted by this Agreement and except to the extent that any representation and warranty is made as of a specified date, in which case, such representation and warranty shall be true, complete and accurate as of such date; or (ii) any failure of IEP or any officer, general partner, director, employee, consultant or agent of IEP, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or them under this Agreement; provided, however, that no such notification shall affect the representations or warranties of IEP or the conditions to the obligations of the Contributing Parties hereunder.5.3

Efforts to Consummate Transaction. (a) Purchaser (with the co-operation of Seller) shall use commercially reasonable efforts to obtain the written consent of the Required Lenders (as defined in the Mizuho Pledge Agreement) to the sale of the Membership Interest. Purchaser shall enter into such agreements and deliver such other documentation (in each case, in form and substance reasonably satisfactory to Purchaser and Seller) to the Agents under the Mizuho Credit Documents in order to effect the transfer of the Membership Interest subject to the Bank of Texas Lien and to cause Purchaser to replace Seller under the Mizuho Pledge Agreement and all other documents to which Seller is a party under the Mizuho Credit Documents. (b) From the date hereof through the Closing Date, upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. The parties will use their commercially reasonable efforts and cooperate with one another (i) in promptly determining whether any filings are required to be made or consents, approvals, waivers, licenses, permits or authorizations are required to be obtained (or, which if not obtained, would result in a Company Material Adverse Effect on the Company or the Subsidiaries or an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable Law or regulation or from any Governmental or Regulatory Authority or third parties, and (ii) in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, permits or authorizations. For purposes of this Section 5.2, Seller shall not be obligated to make any payment to any third party as a condition to obtaining such party’s consent or approval, other than for required filing fees. (bc) From As promptly as practicable following the date hereof through the Closing Date, the Contributing Parties shall give prompt written notice to IEP ofhereof: (i) any occurrencePurchaser shall take all action necessary to call, give notice of and hold a meeting (the “Meeting”) of the holders of AREP Units to vote on the matters described in Section 8.6 hereof (the “Proposals”); and (ii) Purchaser shall prepare and file with the SEC a proxy or failure information statement (the “Statement”) of Purchaser to occur, be sent to the holders of any event whose occurrence or failure to occur would reasonably be expected AREP Units in connection with the Meeting. Purchaser shall use commercially reasonable efforts to cause the Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any representation or warranty comments of the Contributing Parties contained SEC or its staff. Each of such Proposals, and all Statements and other documents relating thereto, shall be in this Agreementform and substance reasonably acceptable to Purchaser, if made on or as Seller, Barberry Corp. and High Coast Limited Partnership. Each of Barberry Corp. and High Coast Limited Partnership hereby agrees to vote all of its AREP Units in favor of the date of such event or as of Proposals at the Closing DateMeeting. Notwithstanding the foregoing, to be untrue or inaccurate, except for changes permitted by this Agreement and except to the extent that any representation practicable, the parties shall take all necessary and warranty is made as of appropriate action to cause the Proposals to be approved without a specified date, in which case, such representation and warranty shall be true, complete and accurate as of such date; or (ii) any failure meeting of the Contributing Parties or holders of any officer, member, director, employee, consultant or agent of the Contributing Parties, to comply AREP Units in accordance with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or them under this Agreement; provided, however, that no such notification shall affect the representations or warranties of the Contributing Parties or the conditions to the obligations of IEP hereunder. From the date hereof through the Closing Date, IEP shall give prompt written notice to the Contributing Parties of: (i) any occurrence, or failure to occur, of any event whose occurrence or failure to occur would reasonably be expected to cause any representation or warranty of IEP contained in this Agreement, if made on or as of the date of such event or as of the Closing Date, to be untrue or inaccurate, except for changes permitted by this Agreement and except to the extent that any representation and warranty is made as of a specified date, in which case, such representation and warranty shall be true, complete and accurate as of such date; or (ii) any failure of IEP or any officer, general partner, director, employee, consultant or agent of IEP, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or them under this Agreement; provided, however, that no such notification shall affect the representations or warranties of IEP or the conditions to the obligations of the Contributing Parties hereunderapplicable law.

Efforts to Consummate Transaction. (a) From the date hereof through the Closing Date, upon the terms Each of Purchaser and subject to the conditions set forth in this Agreement, each of the parties hereto Seller shall use its commercially reasonable efforts in good faith to take, take or cause to be taken, taken all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doingdone as promptly as practicable, all things actions necessary, proper or advisable under applicable Laws and regulations Law to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement. The parties will use their commercially reasonable efforts Agreement and cooperate with one another (i) in promptly determining whether any filings are required to be made other Transaction Document, including the execution of documents, instruments or consents, approvals, waivers, licenses, permits or authorizations are required to be obtained (or, which if not obtained, would result in a Material Adverse Effect or an event of default, termination or acceleration conveyances of any agreement kind that may be reasonably necessary or advisable to carry out any put right under of the transactions contemplated by this Agreement and any agreement) under any applicable Law or regulation or from any Governmental or Regulatory Authority or third parties, and (ii) in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, permits or authorizationsother Transaction Document. (b) From the date hereof through the Closing Date, the Contributing Parties Each of Purchaser and Seller shall give prompt written notice to IEP of: (i) any occurrencefile or supply, or failure cause to occur, be filed or supplied as soon as practicable following the execution of any event whose occurrence or failure to occur would reasonably be expected to cause any representation or warranty of the Contributing Parties contained in this Agreement, if made on or as of the date of such event or as of the Closing Dateall material applications, notifications and information required to be untrue filed or inaccurate, except for changes permitted supplied by them pursuant to applicable Law in connection with the transactions contemplated by this Agreement and except any other Transaction Document, including such applications, notifications and information required to be filed pursuant to Section 5.7(c). (c) In furtherance of Section 5.7(b) but subject to Section 5.7(h), each party hereto covenants to contest and resist any action, claim or suit, whether judicial or administrative and whether brought derivatively or on behalf of third parties, seeking to have imposed any Order (whether temporary, preliminary, or permanent) that would prevent or materially delay the extent that any representation and warranty is made as of a specified date, in which case, such representation and warranty shall be true, complete and accurate as of such date; or (ii) any failure consummation of the Contributing Parties transactions contemplated by this Agreement or of any officerother Transaction Document. (d) Purchaser shall use commercially reasonable efforts to obtain all consents, memberPermits, director, employee, consultant exemptions and waivers from Governmental or agent of the Contributing Parties, to comply with or satisfy any covenant, condition or agreement Regulatory Authorities and third Persons required to be complied with obtained by Purchaser and necessary or satisfied advisable to authorize, approve or permit the performance by it Purchaser of its obligations hereunder and under any other Transaction Document, including all such consents, Permits, exemptions and waivers set forth in Schedule 4.2(b). (e) Seller shall use commercially reasonable efforts to obtain all consents, Permits, exemptions and waivers from Governmental or them Regulatory Authorities and third Persons required to be obtained by Seller and the Company and necessary or advisable to authorize, approve or permit the performance by Seller of its obligations hereunder and under this Agreementany other Transaction Document, including all such consents, Permits, exemptions and waivers set forth in Schedule 3.3(b); provided, however, that Seller shall have no obligation to, and may provide for the Company to, as may be permitted under this Agreement, make any payments or bear any other economic consequences of obtaining any such notification consent, Permits, exemptions and waivers. (f) Each party shall affect cooperate in good faith with the representations other party in obtaining all consents, Permits, exemptions and waivers from Governmental or warranties Regulatory Authorities and third Persons required to be obtained and necessary or advisable to authorize, approve or permit the performance by the parties of their obligations hereunder and under any other Transaction Document. (g) Without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, no amendment or modification shall be made to any Contract set forth in Schedule 3.13(a) (or required to be set forth in Schedule 3.13(a)) to obtain any required consent, Permit, exemption or waiver, and no consideration, whether such consideration shall consist of the Contributing Parties payment of money or shall take any other form, for any such consent, Permit, exemption or waiver required, necessary or advisable for the consummation of the transactions contemplated hereby or by any other Transaction Document shall be given or promised by Seller or the conditions Company and no expenses shall be incurred with respect to such consents, Permits, exemptions or waivers without the prior written approval of Purchaser, unless such consideration or expenses shall be paid or given solely by Seller without any obligations of Purchaser or the Company to reimburse Seller therefor. (h) Notwithstanding the foregoing, nothing contained herein shall require Purchaser or its Affiliates to (i) defend any lawsuit should it determine, in its sole discretion, that it is not in its business interest to do so, (ii) sell, transfer, divest or otherwise dispose of any of its business assets or properties or any of the business or assets of the Company in connection with this Agreement or any other Transaction Document or any of the transactions contemplated hereby or thereby or (iii) give or promise any consideration, whether such consideration shall consist of the payment of money or shall take any other form, or incur any expenses for any consent, Permit, exemption or waiver required, necessary or advisable for the consummation of the transactions contemplated hereby or by any other Transaction Document. (i) Each party shall provide to the obligations other party copies of IEP hereunder. From all filings made by such party with any Governmental or Regulatory Authority and, upon reasonable request, any other information supplied by such party to any Governmental or Regulatory Authority in connection with this Agreement or any other Transaction Document. (j) As promptly as practicable following the date hereof of this Agreement, Purchaser shall use its commercially reasonable efforts to (i) complete the Proposed Financing Transactions and (ii) have the funds provided by the Proposed Equity Financing held in escrow pursuant to a customary escrow arrangement with the longest term as is then commercially and reasonable available up to thirty (30) days. Purchaser shall provide Seller with a copy of any final and executed commitment letter it receives or credit agreement it enters into in connection with the Proposed Debt Financing and shall promptly inform Seller if at any time Purchaser becomes aware of any fact or circumstance that indicates that Purchaser will not be able to complete the Proposed Financing Transactions within forty five (45) days from the date of this Agreement. At such time as Purchaser has obtained the funds sufficient to pay the Cash Consideration (or has the right to obtain such funds through customary commitments of the Closing Datetype used in financings similar to the Proposed Financing Transactions or otherwise, IEP subject to the satisfaction of the other conditions precedent to the consummation of the transactions contemplated hereby), Purchaser shall give prompt deliver a written notice to Seller to such effect. (k) Seller shall, and shall cause the Contributing Parties of: (i) any occurrenceCompany and the Representatives of each of Seller and the Company to, or failure to occur, of any event whose occurrence or failure to occur would reasonably be expected to cause any representation or warranty of IEP contained cooperate with Purchaser upon its reasonable request in this Agreement, if made on or as of connection with the date of such event or as of the Closing Date, to be untrue or inaccurate, except for changes permitted by this Agreement and except to the extent that any representation and warranty is made as of a specified date, in which case, such representation and warranty shall be true, complete and accurate as of such date; or (ii) any failure of IEP or any officer, general partner, director, employee, consultant or agent of IEP, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or them under this AgreementProposed Financing Transactions; provided, however, that under no such notification circumstances shall affect Seller, the representations Company (prior to the Closing) or warranties any Representative of IEP Seller or the conditions Company (other than the Key Employees and such Representatives and other employees of the Company as may be approved by the Key Employees, excluding non-Key Employee directors of the Company and members of Seller and their respective Representatives) be required to make any oral or written representation to any potential purchaser of equity securities in the Proposed Equity Financing or to any potential lender in the Proposed Debt Financing. (l) Seller shall use its commercially reasonable efforts, and shall cause the Company to use its commercially reasonable efforts, to cause Moore Stephens Wurth Frazer and Torbet, LLP ("Moore Stephens"), with xxxxxcx xx (x) xxx (xx) xxxow, axx XXX Seidman XXX ("XXX"), with respect to (iii) below, to deliver to Purchxxxx, xs promptly as practicable following the date of this Agreement, (i) the audited statements of assets, liabilities and division capital, statements of operations and statements of cash flows of the business purchased by the Company from Systems Management Specialists, Inc. pursuant to the obligations Asset Transactions (the "SMS Business") for the eleven-month period ended November 30, 2002 and the year ended December 31, 2001 and the audited balance sheets of the Contributing Parties hereunderSMS Business as of November 30, 2002 and December 31, 2001, (ii) the audited statements of assets, liabilities and division capital, statements of operations and statements of cash flows of the business purchased by the Company from Acxiom Corporation pursuant to the Asset Transactions (the "Acxiom Business") for the six-month period ended June 30, 2003, and the years ended December 31, 2002 and December 31, 2001 and the audited balance sheets of the Acxiom Business as of June 30, 2003, December 31, 2002 and December 31, 2001, (iii) (A) the audited balance sheet of the Company as of December 31, 2003 and the related audited statements of operations, shareholders' equity and cash flows for the year then ended certified by BDO and (B) the audited balance sheet of the Company as of December 31, 2002 and the related audited statements of operations, shareholders' equity and cash flows for the one (1) month ended December 31, 2002 certified by BDO ((i), (ii) and (iii) collectively, the "Historical Financial Statements"), (iv) the auditor,s reports of Moore Stephens relating to the Historical Financial Statements descrixxx xn (x) xxx (ii) above and BDO relating to the Historical Financial Statements described in (iii) above (collectively, the "Historical Financial Statements Auditor's Reports") and (v) the consent of each of Moore Stephens and BDO, as applicable, with respect to the inclusion xx xxe Xxxxxxxcal Financial Statements, in each case, in customary form and meeting the filing requirements of the Securities and Exchange Commission, in any filings to be made by Purchaser under the Securities Act or the Exchange Act (the "Financial Statements Consents" and together with the Historical Financial Statements and the Historical Financial Statements Auditor's Reports, the "Financial Statements Deliveries"). Notwithstanding the foregoing, BDO will not have an obligation to deliver the Historical Financial Statements described in clause (iii) of the immediately preceding sentence until such time as it receives the appraisals (the "Appraisals") from an independent appraiser (to be provided at the cost and expense of Purchaser) of the tangible and intangible assets purchased by the Company in the Asset Transactions necessary to complete the final allocation of the purchase prices paid by the Company in connection with the Asset Transactions.

Efforts to Consummate Transaction. (a) From the date hereof through the Closing Date, upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. The parties will use their commercially reasonable efforts and cooperate with one another (i) in promptly determining whether any filings are required to be made or consents, approvals, waivers, licenses, permits or authorizations are required to be obtained (or, which if not obtained, would result in a Material Adverse Effect on the Corporation or its Subsidiaries or an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable Law or regulation or from any Governmental or Regulatory Authority or third parties, and (ii) in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, permits or authorizations. For purposes of this Section 6.2, PSC shall not be obligated to make, or cause to be made, any payment to any third party as a condition to obtaining such party’s consent or approval, other than for required filing fees. (b) From the date hereof through the Closing Date, the Contributing Parties PSC shall give prompt written notice to IEP Buyer and IEH of: (i) any occurrence, or failure to occur, of any event whose occurrence or failure to occur would reasonably be expected to cause any representation or warranty of PSC or the Contributing Parties Corporation contained in this Agreement, if made on or as of the date of such event or as of the Closing Date, to be untrue or inaccurate, except for changes permitted by this Agreement and except to the extent that any representation and warranty is made as of a specified date, in which case, such representation and warranty shall be true, complete and accurate as of such date; or (ii) any failure of PSC, the Contributing Parties Corporation or of any officer, membergeneral partner, director, employee, consultant or agent of PSC or the Contributing PartiesCorporation, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or them under this Agreement; provided, however, that no such notification shall affect the representations or warranties of the Contributing Parties PSC or the conditions to the obligations of IEP Buyer hereunder. From the date hereof through the Closing Date, IEP each of Buyer and IEH shall give prompt written notice to the Contributing Parties PSC of: (i) any occurrence, or failure to occur, of any event whose occurrence or failure to occur would reasonably be expected to cause any representation or warranty of IEP Buyer or IEH contained in this Agreement, if made on or as of the date of such event or as of the Closing Date, to be untrue or inaccurate, except for changes permitted by this Agreement and except to the extent that any representation and warranty is made as of a specified date, in which case, such representation and warranty shall be true, complete and accurate as of such date; or (ii) any failure of IEP Buyer or IEH or any officer, general partner, director, employee, consultant or agent of IEPBuyer or IEH, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or them under this Agreement; provided, however, that no such notification shall affect the representations or warranties of IEP Buyer or IEH or the conditions to the obligations of PSC or the Contributing Parties Corporation hereunder.

Efforts to Consummate Transaction. (a) From the date hereof through the Closing Date, upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement. The parties will use their commercially reasonable efforts and cooperate with one another (i( i ) in promptly determining whether any filings are required to be made or consents, approvals, waivers, licenses, permits or authorizations are required to be obtained (or, which if not obtained, would result in a Material Adverse Effect or an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable Law or regulation or from any Governmental or Regulatory Authority or third parties, and (ii( ii ) in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, permits or authorizations. (b) From the date hereof through the Closing Date, the Contributing Parties shall give prompt written notice to IEP of: (i( i ) any occurrence, or failure to occur, of any event whose occurrence or failure to occur would reasonably be expected to cause any representation or warranty of the Contributing Parties contained in this Agreement, if made on or as of the date of such event or as of the Closing Date, to be untrue or inaccurate, except for changes permitted by this Agreement and except to the extent that any representation and warranty is made as of a specified date, in which case, such representation and warranty shall be true, complete and accurate as of such date; or (ii( ii ) any failure of the Contributing Parties or of any officer, member, director, employee, consultant or agent of the Contributing Parties, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or them under this Agreement; providedprovided , howeverhowever , that no such notification shall affect the representations or warranties of the Contributing Parties or the conditions to the obligations of IEP hereunder. From the date hereof through the Closing Date, IEP shall give prompt written notice to the Contributing Parties of: (i( i ) any occurrence, or failure to occur, of any event whose occurrence or failure to occur would reasonably be expected to cause any representation or warranty of IEP contained in this Agreement, if made on or as of the date of such event or as of the Closing Date, to be untrue or inaccurate, except for changes permitted by this Agreement and except to the extent that any representation and warranty is made as of a specified date, in which case, such representation and warranty shall be true, complete and accurate as of such date; or (ii( ii ) any failure of IEP or any officer, general partner, director, employee, consultant or agent of IEP, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or them under this Agreement; providedprovided , howeverhowever , that no such notification shall affect the representations or warranties of IEP or the conditions to the obligations of the Contributing Parties hereunder.

Efforts to Consummate Transaction. (a) From the date hereof through the Closing Date, upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. The parties will use their commercially reasonable efforts and cooperate with one another (i) in promptly determining whether any filings are required to be made or consents, approvals, waivers, licenses, permits or authorizations are required to be obtained (or, which if not obtained, would result in a Material Adverse Effect on the Corporation or the Subsidiaries or an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable Law or regulation or from any Governmental or Regulatory Authority or third parties, and (ii) in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, permits or authorizations. For purposes of this Section 5.2, Shareholder shall not be obligated to make any payment to any third party as a condition to obtaining such party’s consent or approval, other than for required filing fees. (b) From the date hereof through the Closing Date, the Contributing Parties Shareholder shall give prompt written notice to IEP the Partnership of: (i) any occurrence, or failure to occur, of any event whose which occurrence or the failure to occur would reasonably be expected to cause any representation or warranty of any of the Contributing Parties Shareholder contained in this Agreement, if made on or as of the date of such event or as of the Closing Date, to be untrue or inaccurate, except for changes permitted by this Agreement and except to the extent that any representation and warranty is made as of a specified date, in which case, such representation and warranty shall be true, complete and accurate as of such date; or (ii) any failure of the Contributing Parties Shareholder, the Corporation, the Subsidiaries or of any officer, membergeneral partner, director, employee, consultant or agent of the Contributing PartiesShareholder, the Corporation or the Subsidiaries, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or them under this Agreement; provided, however, that no such notification shall affect the representations or warranties of the Contributing Parties or the conditions to the obligations of IEP hereunder. From the date hereof through the Closing Date, IEP shall give prompt written notice to the Contributing Parties of: (i) any occurrence, or failure to occur, of any event whose occurrence or failure to occur would reasonably be expected to cause any representation or warranty of IEP contained in this Agreement, if made on or as of the date of such event or as of the Closing Date, to be untrue or inaccurate, except for changes permitted by this Agreement and except to the extent that any representation and warranty is made as of a specified date, in which case, such representation and warranty shall be true, complete and accurate as of such date; or (ii) any failure of IEP or any officer, general partner, director, employee, consultant or agent of IEP, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or them under this Agreement; provided, however, that no such notification shall affect the representations or warranties of IEP Shareholder or the conditions to the obligations of the Contributing Parties Partnership hereunder.

Efforts to Consummate Transaction. (a) From the date hereof through the Closing Date, upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. The parties will use their commercially reasonable efforts and cooperate with one another (i) in promptly determining whether any filings are required to be made or consents, approvals, waivers, licenses, permits or authorizations are required to be obtained (or, which if not obtained, would result in a Material Adverse Effect on the Corporation or an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable Law or regulation or from any Governmental or Regulatory Authority or third parties, and (ii) in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, permits or authorizations. For purposes of this Section 5.2, the Shareholders shall not be obligated to make any payment to any third party as a condition to obtaining such party’s consent or approval, other than for required filing fees. (b) As promptly as practicable following the date hereof: (i) AREP shall take all action necessary to call, give notice of and hold a meeting (the “Meeting”) of the holders of AREP Units to vote on the matters described in Sections 7.5 and 7.7 hereof (the “Proposals”); and (ii) AREP shall prepare and file with the United States Securities and Exchange Commission (the “SEC”) a proxy or information statement (the “Statement”) of AREP to be sent to the holders of AREP Units in connection with the Meeting. AREP shall use commercially reasonable efforts to cause the Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of such Proposals, and all Statements and other documents relating thereto, shall be in form and substance reasonably acceptable to AREP, Shareholder, Barberry Corp. and High Coast Limited Partnership. Each of Barberry Corp. and High Coast Limited Partnership hereby agrees to vote all of its AREP Units in favor of the Proposals at the Meeting. Notwithstanding the foregoing, to the extent practicable, the parties shall take all necessary and appropriate action to cause the Proposals to be approved without a meeting of the holders of AREP Units in accordance with applicable law. (c) From the date hereof through the Closing Date, the Contributing Parties Shareholders shall give prompt written notice to IEP the Partnership of: (i) any occurrence, or failure to occur, of any event whose which occurrence or the failure to occur would reasonably be expected to cause any representation or warranty of the Contributing Parties Shareholders contained in this Agreement, if made on or as of the date of such event or as of the Closing Date, to be untrue or inaccurate, except for changes permitted by this Agreement and except to the extent that any representation and warranty is made as of a specified date, in which case, such representation and warranty shall be true, complete and accurate as of such date; or (ii) any failure of the Contributing Parties Shareholders, the Corporation or of any officer, membergeneral partner, director, employee, consultant or agent of the Contributing PartiesShareholders or the Corporation, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or them under this Agreement; provided, however, that no such notification shall affect the representations or warranties of the Contributing Parties or the conditions to the obligations of IEP hereunder. From the date hereof through the Closing Date, IEP shall give prompt written notice to the Contributing Parties of: (i) any occurrence, or failure to occur, of any event whose occurrence or failure to occur would reasonably be expected to cause any representation or warranty of IEP contained in this Agreement, if made on or as of the date of such event or as of the Closing Date, to be untrue or inaccurate, except for changes permitted by this Agreement and except to the extent that any representation and warranty is made as of a specified date, in which case, such representation and warranty shall be true, complete and accurate as of such date; or (ii) any failure of IEP or any officer, general partner, director, employee, consultant or agent of IEP, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or them under this Agreement; provided, however, that no such notification shall affect the representations or warranties of IEP Shareholders or the conditions to the obligations of the Contributing Parties Partnership hereunder. (d) The Shareholders shall take all actions required, at Shareholder’s expense, to cause the Corporation to be in good standing in the state of Delaware as soon as possible after the date hereof.