Common use of Further Assurances; Cooperation Clause in Contracts

Further Assurances; Cooperation. (a) Upon the terms and subject to the conditions herein provided, each of the Parties agrees to 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 to consummate and make effective, in the most expeditious manner practicable, the Transactions contemplated hereby, including, without limiting the generality of the foregoing, assistance confirming certain financial information and all material Contracts of the Company within seven days of the date hereof as may be reasonably requested by a Party hereto. In furtherance and not in limitation of the covenants of the Parties contained in this Section, if any administrative or judicial action or proceeding, including any proceeding by a third party, is instituted (or threatened to be instituted) challenging any of the Transactions contemplated hereby, each of the Purchaser, the Company and the Stockholders will cooperate in all respects with each other and use his, her or its respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of any of the Transactions contemplated hereby; provided, however, that no Party is required to make any payment to any Person (other than its Representatives) in connection with the foregoing. (b) Prior to the Closing Date, the Company and the Stockholders will use their commercially reasonable efforts to (i) have Xxxxx Xxxxxx execute and deliver to Purchaser a non-competition and non-solicitation agreement, containing restrictions reasonably satisfactory to Purchaser and otherwise containing Purchaser’s customary terms and conditions, and (ii) have other employees of the Company identified by Purchaser on or before the Closing Date, execute and deliver to Purchaser a confidentiality and assignment of inventions agreement containing Purchaser’s customary terms and conditions. (c) The Stockholders shall, at Purchaser’s reasonable request and without charge to Purchaser, assist the Company and the Purchaser with the preparation and completion of audited and reviewed financial statements and related footnotes for the Company (the “Required Financials”) for all relevant quarterly and year-to-date periods, to be completed no later than 68 calendar days after the Closing. The Stockholders shall assist Purchaser and the Company free of charge, will pay for up to $20,000 of expenses (the “Audit Reimbursement”) incurred by the Company in connection with the preparation of the Required Financials, and will make themselves reasonably available after Closing to adequately respond to and address all comments and questions from Purchaser’s auditors regarding the Required Financials, the Company and its business. Notwithstanding the foregoing, the Stockholders may elect, by notice to Purchaser at Closing, to deduct $20,000 from the Closing Date Working Capital Payment (provided, for avoidance of doubt, the Company Working Capital calculations in Section 1.2 shall be calculated as if such $20,000 was not deducted from the Closing Date Working Capital Payment) in lieu of and in full satisfaction of the Stockholders’ obligation to pay the Audit Reimbursement.

Further Assurances; Cooperation. (a) Upon Subject to the terms and subject to the conditions herein providedof this Agreement, each of the Parties agrees will use reasonable efforts to execute, or cause to be executed, all agreements and documents and to take, or cause to be taken, all other actions necessary under applicable laws and regulations to consummate the transactions contemplated by this Agreement. In particular, Purchaser shall use its all commercially reasonable efforts to take or cause the financing condition set forth in Section 4.2 (c) (iv) to be taken all actions, and to do or cause to be done, and to assist and cooperate with fulfilled as timely as practicable. (b) In the other Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions contemplated hereby, including, without limiting the generality of the foregoing, assistance confirming certain financial information and all material Contracts of the Company within seven days of period between the date hereof as may be reasonably requested by a Party hereto. In furtherance and not in limitation of the covenants of the Parties contained in this Section, if any administrative or judicial action or proceeding, including any proceeding by a third party, is instituted (or threatened to be instituted) challenging any of the Transactions contemplated hereby, each of the Purchaser, the Company and the Stockholders will cooperate in all respects with each other Closing Date, Sellers shall cooperate, and use his, her or its respective commercially reasonable efforts to contest cause the Companies to cooperate, to the extent legally permissible, with Purchaser in order to ensure, to the extent possible and resist any such action or proceeding and to have vacatedpracticable, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is continuity in effect and that prohibits, prevents or restricts consummation of any the relationships of the Transactions contemplated hereby; Bakelite Group with suppliers, customers and employees, provided, however, that (notwithstanding any other provisions of this Agreement, but subject to Sellers’ compliance with the covenant in this Section 7.10 (b)), Sellers shall have no Party is required liability arising from the failure to make obtain any payment to any Person (other than its Representatives) third party consents in connection with the foregoingtransactions contemplated hereby or from any defections of suppliers, customers or employees after the date hereof. (c) In the period between the date hereof and the Closing Date, Sellers shall, upon request of Purchaser, use all reasonable efforts to cause the Companies and their auditors and consultants to reasonably cooperate with Purchaser, at Purchaser’s cost, in satisfying any condition to financing set out in Purchaser’s agreements with banks and other lenders. Such cooperation shall include, without limitation, preparations for the obtaining or release of any liens, providing access to properties and other assets for third party appraisals, obtaining any required consents of landlords and lenders of the Companies, preparations for the implementation of a new cash management system and attending roadshows by the management of Bakelite in respect of offering or debt or equity securities). Notwithstanding the above, any such cooperation as requested by Purchaser shall not unduly interfere with the business operations of the Companies, and no Company shall be under any obligation pursuant to this Section 7.10 (b) Prior to execute any binding agreement or other document or enter into any binding commitment prior to the Closing. (d) After the Closing Date, the Company Parties shall furnish to each other, upon request and as promptly as reasonably practicable, such information and assistance relating to the Stockholders will use their commercially reasonable efforts to Companies as is reasonably necessary in connection with (i) have Xxxxx Xxxxxx execute and deliver to Purchaser a non-competition and non-solicitation agreementany accounting matter, containing restrictions reasonably satisfactory to Purchaser and otherwise containing Purchaser’s customary terms and conditionsincluding the preparation of any financial statements, and (ii) have other any regulatory matter or any suit, action, investigation, proceeding or claim, commenced or threatened by any third party, or (iii) any insurance matter, including claims for coverage. (e) Sellers will fully and contemporaneously with the payment to the relevant directors or employees of reimburse the Company identified by Purchaser on or before Bakelite Group the bonus payments referred to in Section 5.9 (c), last paragraph, and any wage taxes and social security payments related thereto. (f) After the Closing Date, execute and deliver to Purchaser a confidentiality and assignment of inventions agreement containing Purchaser’s customary terms and conditions. (c) The Stockholders Sellers shall, at Purchaser’s reasonable upon request and without charge to of Purchaser, assist procure that any agreements between any entity of the RÜTGERS Group and any Company and the Purchaser with the preparation and completion of audited and reviewed financial statements and related footnotes which are required to be disclosed in this Agreement pursuant to Section 5.10, but are not disclosed herein, will be promptly terminated at no cost for the relevant Company (the “Required Financials”) for all relevant quarterly and year-to-date periods, to be completed no later than 68 calendar days after the Closing. The Stockholders shall assist Purchaser and the Company free of charge, will pay for up to $20,000 of expenses (the “Audit Reimbursement”) incurred by the Company in connection with the preparation retroactive economic effect as of the Required Financials, and will make themselves reasonably available after Closing to adequately respond to and address all comments and questions from Purchaser’s auditors regarding the Required Financials, the Company and its business. Notwithstanding the foregoing, the Stockholders may elect, by notice to Purchaser at Closing, to deduct $20,000 from the Closing Date Working Capital Payment (provided, for avoidance of doubt, the Company Working Capital calculations in Section 1.2 shall be calculated as if such $20,000 was not deducted from the Closing Date Working Capital Payment) in lieu of and in full satisfaction of the Stockholders’ obligation to pay the Audit ReimbursementEffective Date.

Further Assurances; Cooperation. (a) Upon Subject to the terms and subject to the conditions herein providedof this Agreement, each of the Parties agrees hereto will use Commercially Reasonable Efforts to use its commercially reasonable efforts to take take, or cause to be taken taken, all actionsaction, and to do 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 effectiveeffective the sale of the Purchased Interests pursuant to this Agreement, in including without limitation using Commercially Reasonable Efforts to ensure satisfaction of the most expeditious manner practicable, the Transactions contemplated herebyconditions precedent to each Party's obligations hereunder, including, without limiting limitation, all regulatory approvals. Notwithstanding anything in the generality previous sentence to the contrary, Sellers and Buyer shall use Commercially Reasonable Efforts to obtain all Permits and Environmental Permits necessary for Buyer to acquire and operate the NMP-2 Assets. Neither Buyer, on the one hand, nor Sellers, on the other hand, will without the prior written consent of the foregoingother, assistance confirming certain financial information and all material Contracts of advocate, take or fail to take any action which would reasonably be expected to prevent or materially impede, interfere with or delay the Company within seven days of the date hereof as may transactions contemplated by this Agreement or which could reasonably be reasonably requested by a Party hereto. In furtherance and not in limitation of the covenants of the Parties contained in this Sectionexpected to cause, if any administrative or judicial action or proceeding, including any proceeding by a third party, is instituted (or threatened to be instituted) challenging any of the Transactions contemplated hereby, each of the Purchasercontribute to causing, the Company and other to receive less favorable regulatory treatment than that sought by the Stockholders other. Buyer further agrees that prior to the Closing Date, neither it nor its Affiliates will cooperate in all respects enter into any other contract to acquire, nor acquire, electric generation facilities or uncommitted generation capacity if the proposed acquisition of such additional electric generation facilities or uncommitted generation capacity are reasonably likely to prevent or materially interfere with each other and use his, her or its respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of any of the Transactions transactions contemplated herebyby this Agreement; provided, however, that no nothing herein shall prohibit Buyer or its Affiliates from entering into any contract to acquire from any Co-Tenant that is not a Party to this Agreement the undivided interest of such Co-Tenant in NMP-2 pursuant to an option which is required hereby granted by Buyer to make any payment such Co-Tenant for a period of 30 days after the date hereof for such Co-Tenant to any Person sell its interest on substantially the same terms and conditions as set forth in this Agreement, including, without limitation, the adjustments to the Purchase Price set forth in Section 3.3 thereof (other than its Representatives) in connection such acquisition being referred to herein as an "Additional Co-Tenant Interest Acquisition"); provided, further, that all regulatory filings with respect to such Additional Co-Tenant Interest Acquisition shall only be made following the foregoingClosing unless Sellers mutually determine that such Additional Co-Tenant Interest Acquisition is not reasonably likely to materially delay the consummation of the transactions contemplated by this Agreement. (b) Prior From time to time after the Closing Date, the Company and the Stockholders without further consideration, Sellers will use their commercially reasonable efforts to (i) have Xxxxx Xxxxxx execute and deliver such documents to Purchaser a non-competition Buyer as Buyer may reasonably request, at Buyer's expense, in order to more effectively consummate the sale and non-solicitation agreement, containing restrictions reasonably satisfactory to Purchaser and otherwise containing Purchaser’s customary terms and conditions, and (ii) have other employees purchase of the Company identified by Purchaser on Purchased Interests or before to more effectively vest in Buyer such title to the NMP-2 Assets as is provided for in Section 4.7 subject to the Permitted Encumbrances. Sellers shall cooperate with Buyer, at Buyer's expense, in Buyer's efforts to cure or remove any Permitted Encumbrances that Buyer reasonably deems objectionable. From time to time after the Closing Date, without further consideration, Buyer will, at its own expense, execute and deliver such documents to Purchaser a confidentiality Sellers as Sellers may reasonably request in order to evidence Buyer's assumption of the Assumed Liabilities and assignment of inventions agreement containing Purchaser’s customary terms and conditionsObligations. (c) The Stockholders Parties shall cooperate with each other to facilitate the transition of the information systems, computer applications and processing of data at the Facilities. (d) To the extent that Sellers' rights under any Sellers' Agreement may not be assigned without the consent of another Person which consent has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Sellers, at their expense, shall use Commercially Reasonable Efforts to obtain any such required consent(s) as promptly as possible. Sellers and Buyer agree that if any consent to an assignment of any Sellers' Agreement shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer's rights and obligations under the applicable Sellers' Agreement so that Buyer would not in effect acquire the benefit of all such rights and obligations, Sellers, to the maximum extent permitted by law and such Sellers' Agreement, shall after the Closing appoint Buyer to be Sellers' representative and agent with respect to such Sellers' Agreement, and Sellers shall, at Purchaser’s to the maximum extent permitted by law and such Sellers' Agreement, enter into such reasonable request arrangements with Buyer as are necessary to provide Buyer with the benefits and without charge obligations of such Sellers' Agreement. Sellers and Buyer shall cooperate and shall each use Commercially Reasonable Efforts after the Closing to Purchaser, assist obtain an assignment of such Sellers' Agreement to Buyer. (e) NMPC agrees to provide such services to Buyer for up to two years following the Company Closing as are reasonably required to the extent necessary to ensure the continuity of support for NMP-2 and the Purchaser with the preparation and orderly completion of audited projects or other work in progress that would be adversely affected if those services were interrupted. Buyer and reviewed financial statements and related footnotes for NMPC will agree, as promptly as practicable, following the Company (date hereof, on the “Required Financials”) nature of such services, which shall be agreed upon in a service agreement. NMPC will be reimbursed for all relevant quarterly and year-to-date periodsits costs, including development costs, in accordance with procedures to be completed no later than 68 calendar mutually agreed upon by NMPC and Buyer or on an alternative cost reimbursement basis as mutually agreed by NMPC and Buyer. (f) Buyer acknowledges that, notwithstanding anything to the contrary contained in this Agreement, (i) by executing and delivering this Agreement none of Sellers is, directly or indirectly, waiving its right of first refusal under the Operating Agreements and (ii) that any Seller may, within 180 days after the date hereof, exercise such right of first refusal following termination of this Agreement with respect to such Seller. (g) For a period of two years following the Closing. The Stockholders , Buyer and its Affiliates shall assist Purchaser not acquire any interest in NMP-2 from any Co-Tenant that is not a Party to this Agreement on terms superior to those provided for hereby and the Company free of charge, will pay for up to $20,000 of expenses (the “Audit Reimbursement”) incurred by the Company Ancillary Agreements without providing additional compensation to each Seller in connection with an amount equal to (i) the preparation aggregate amount of the Required Financialsexcess value received by such Co-Tenant over the value such Co-Tenant would have received if it were a Party to this Agreement divided by (ii) such Co-Tenant's Proportionate Ownership, and will make themselves reasonably available after Closing to adequately respond to and address all comments and questions from Purchaser’s auditors regarding the Required Financials, the Company and its business. Notwithstanding the foregoing, the Stockholders may elect, multiplied by notice to Purchaser at Closing, to deduct $20,000 from the Closing Date Working Capital Payment (provided, for avoidance of doubt, the Company Working Capital calculations in Section 1.2 shall be calculated as if iii) such $20,000 was not deducted from the Closing Date Working Capital Payment) in lieu of and in full satisfaction of the Stockholders’ obligation to pay the Audit ReimbursementSeller's Proportionate Ownership.

Further Assurances; Cooperation. (a) Upon Subject to the terms and subject to the conditions herein providedof this Agreement, each of the Parties agrees hereto will use Commercially Reasonable Efforts to use its commercially reasonable efforts to take take, or cause to be taken taken, all actionsaction, and to do 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 effectiveeffective the sale of the Purchased Interests pursuant to this Agreement, in including without limitation using Commercially Reasonable Efforts to ensure satisfaction of the most expeditious manner practicable, the Transactions contemplated herebyconditions precedent to each Party's obligations hereunder, including, without limiting limitation, all regulatory approvals. Notwithstanding anything in the generality previous sentence to the contrary, Sellers and Buyer shall use Commercially Reasonable Efforts to obtain all Permits and Environmental Permits necessary for Buyer to acquire and operate the NMP-2 Assets. Neither Buyer, on the one hand, nor Sellers, on the other hand, will without the prior written consent of the foregoingother, assistance confirming certain financial information and all material Contracts advocate, take or fail to take any action which would reasonably be expected to prevent or materially impede, interfere with or delay the transactions contemplated by this Agreement or which could reasonably be expected to cause, or to contribute to causing, the other to receive less favorable regulatory treatment than that sought by the other. Buyer further agrees that prior to the Closing Date, neither it nor its Affiliates will enter into any other contract to acquire, nor acquire, electric generation facilities or uncommitted generation capacity if the proposed acquisition of such additional electric generation facilities or uncommitted generation capacity are reasonably likely to prevent or materially interfere with the Company within seven transactions contemplated by this Agreement; PROVIDED, HOWEVER, that nothing herein shall prohibit Buyer or its Affiliates from entering into any contract to acquire from any Co-Tenant that is not a Party to this Agreement the undivided interest of such Co-Tenant in NMP-2 pursuant to an option which is hereby granted by Buyer to such Co-Tenant for a period of 30 days of after the date hereof for such Co-Tenant to sell its interest on substantially the same terms and conditions as may set forth in this Agreement, including, without limitation, the adjustments to the Purchase Price set forth in Section 3.3 thereof (such acquisition being referred to herein as an "ADDITIONAL CO-TENANT INTEREST ACQUISITION"); PROVIDED, FURTHER, that all regulatory filings with respect to such Additional Co-Tenant Interest Acquisition shall only be made following the Closing unless Sellers mutually determine that such Additional Co-Tenant Interest Acquisition is not reasonably requested by a Party hereto. In furtherance and not in limitation likely to materially delay the consummation of the covenants of the Parties contained in transactions contemplated by this Section, if any administrative or judicial action or proceeding, including any proceeding by a third party, is instituted (or threatened to be instituted) challenging any of the Transactions contemplated hereby, each of the Purchaser, the Company and the Stockholders will cooperate in all respects with each other and use his, her or its respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of any of the Transactions contemplated hereby; provided, however, that no Party is required to make any payment to any Person (other than its Representatives) in connection with the foregoingAgreement. (b) Prior From time to time after the Closing Date, the Company and the Stockholders without further consideration, Sellers will use their commercially reasonable efforts to (i) have Xxxxx Xxxxxx execute and deliver such documents to Purchaser a non-competition Buyer as Buyer may reasonably request, at Buyer's expense, in order to more effectively consummate the sale and non-solicitation agreement, containing restrictions reasonably satisfactory to Purchaser and otherwise containing Purchaser’s customary terms and conditions, and (ii) have other employees purchase of the Company identified by Purchaser on Purchased Interests or before to more effectively vest in Buyer such title to the NMP-2 Assets as is provided for in Section 4.7 subject to the Permitted Encumbrances. Sellers shall cooperate with Buyer, at Buyer's expense, in Buyer's efforts to cure or remove any Permitted Encumbrances that Buyer reasonably deems objectionable. From time to time after the Closing Date, without further consideration, Buyer will, at its own expense, execute and deliver such documents to Purchaser a confidentiality Sellers as Sellers may reasonably request in order to evidence Buyer's assumption of the Assumed Liabilities and assignment of inventions agreement containing Purchaser’s customary terms and conditionsObligations. (c) The Stockholders Parties shall cooperate with each other to facilitate the transition of the information systems, computer applications and processing of data at the Facilities. (d) To the extent that Sellers' rights under any Sellers' Agreement may not be assigned without the consent of another Person which consent has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Sellers, at their expense, shall use Commercially Reasonable Efforts to obtain any such required consent(s) as promptly as possible. Sellers and Buyer agree that if any consent to an assignment of any Sellers' Agreement shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer's rights and obligations under the applicable Sellers' Agreement so that Buyer would not in effect acquire the benefit of all such rights and obligations, Sellers, to the maximum extent permitted by law and such Sellers' Agreement, shall after the Closing appoint Buyer to be Sellers' representative and agent with respect to such Sellers' Agreement, and Sellers shall, at Purchaser’s to the maximum extent permitted by law and such Sellers' Agreement, enter into such reasonable request arrangements with Buyer as are necessary to provide Buyer with the benefits and without charge obligations of such Sellers' Agreement. Sellers and Buyer shall cooperate and shall each use Commercially Reasonable Efforts after the Closing to Purchaser, assist obtain an assignment of such Sellers' Agreement to Buyer. (e) NMPC agrees to provide such services to Buyer for up to two years following the Company Closing as are reasonably required to the extent necessary to ensure the continuity of support for NMP-2 and the Purchaser with the preparation and orderly completion of audited projects or other work in progress that would be adversely affected if those services were interrupted. Buyer and reviewed financial statements and related footnotes for NMPC will agree, as promptly as practicable, following the Company (date hereof, on the “Required Financials”) nature of such services, which shall be agreed upon in a service agreement. NMPC will be reimbursed for all relevant quarterly and year-to-date periodsits costs, including development costs, in accordance with procedures to be completed no later than 68 calendar mutually agreed upon by NMPC and Buyer or on an alternative cost reimbursement basis as mutually agreed by NMPC and Buyer. (f) Buyer acknowledges that, notwithstanding anything to the contrary contained in this Agreement, (i) by executing and delivering this Agreement none of Sellers is, directly or indirectly, waiving its right of first refusal under the Operating Agreements and (ii) that any Seller may, within 180 days after the date hereof, exercise such right of first refusal following termination of this Agreement with respect to such Seller. (g) For a period of two years following the Closing. The Stockholders , Buyer and its Affiliates shall assist Purchaser not acquire any interest in NMP-2 from any Co-Tenant that is not a Party to this Agreement on terms superior to those provided for hereby and the Company free of charge, will pay for up to $20,000 of expenses (the “Audit Reimbursement”) incurred by the Company Ancillary Agreements without providing additional compensation to each Seller in connection with an amount equal to (i) the preparation aggregate amount of the Required Financialsexcess value received by such Co-Tenant over the value such Co-Tenant would have received if it were a Party to this Agreement divided by (ii) such Co-Tenant's Proportionate Ownership, and will make themselves reasonably available after Closing to adequately respond to and address all comments and questions from Purchaser’s auditors regarding the Required Financials, the Company and its business. Notwithstanding the foregoing, the Stockholders may elect, multiplied by notice to Purchaser at Closing, to deduct $20,000 from the Closing Date Working Capital Payment (provided, for avoidance of doubt, the Company Working Capital calculations in Section 1.2 shall be calculated as if iii) such $20,000 was not deducted from the Closing Date Working Capital Payment) in lieu of and in full satisfaction of the Stockholders’ obligation to pay the Audit ReimbursementSeller's Proportionate Ownership.

Further Assurances; Cooperation. (a) Upon the terms and subject to the conditions herein provided, each Each of the Parties agrees to use its commercially reasonable efforts to take or cause to be taken all actionsparties will provide such other information, and to do or cause to be doneexecute and deliver all such other and additional instruments, notices, releases, undertakings, consents and other documents, and to assist will do all such other acts and cooperate with the other Parties in doingthings, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions contemplated hereby, including, without limiting the generality of the foregoing, assistance confirming certain financial information and all material Contracts of the Company within seven days of the date hereof as may be reasonably requested by a Party heretothe other parties as necessary to consummate and effectuate the transactions contemplated by this Agreement. The parties shall take or shall cause to be taken such other reasonable actions as may be required to more effectively transfer, convey and assign to, and vest in, Buyer, and put Buyer in possession of, the Purchased Assets and Assumed Liabilities as contemplated by this Agreement. In furtherance and not in limitation of the covenants of the Parties contained in this Section, if any administrative or judicial action or proceeding, including any proceeding by a third party, is instituted (or threatened to be instituted) challenging event that any of the Transactions contemplated herebyPurchased Assets was not able to be conveyed, each of transferred and assigned to Buyer at Closing because Buyer agreed to close despite any waiting or notice period that has not expired or any consents or approvals for such conveyance, transfer and assignment that were not obtained, then the Purchaserlegal interest in Purchased Assets shall not be conveyed, the Company transferred and the Stockholders will cooperate in all respects with each other assigned unless and until such waiting or notice period shall have expired or until approval, consent or waiver thereof is obtained. Sellers and Buyer shall use his, her or its respective commercially reasonable efforts to contest and resist any cooperate in obtaining such action consents or proceeding approvals as may be necessary to complete such transfers as soon as practicable following the Closing and to fully consummate such transfers thereupon. Without limiting Sections 2.3, 2.4 or 2.5 or Article 6, the failure to obtain any consents or approvals prior to execution of this Agreement shall not affect Buyer’s obligations to pay, or cause to be paid, the Purchase Price upon Closing in accordance with this Agreement. To the extent that there are Missing Assets, Sellers and Buyer will take any and all actions reasonably necessary to transfer to Buyer, or provide Buyer with a valid right to use, the Missing Assets, at Sellers’ cost; provided that Sellers shall not be required to pay (i) continuing costs (such as ordinary course license or maintenance fees) that would have vacatedbeen payable by Buyer after Closing if the Missing Asset in question had been included in the Purchased Assets in a customary manner, lifted(ii) any costs or expenses incurred by Buyer in connection with the transfer of any Missing Asset (whether internal or external), reversed including without limitation any fees and expenses of counsel and any internal expense allocations or overturned (iii) any decree, judgment, injunction consent or other order, whether temporary, preliminary similar fees payable to third parties in connection with the assignment or permanent, that is transfer to Buyer of any Missing Asset. Nothing in effect and that prohibits, prevents or restricts consummation of this Agreement shall be construed as an attempt to assign to Buyer any legal interest in any of the Transactions contemplated herebyPurchased Assets which, as a matter of law or by the terms of any legally binding contract to which either Seller is subject, is not assignable without the consent of any other Person, unless such consent shall have been given or the parties mutually agree to forego any request for such consent. Pending the consummation of the assignments, conveyances and transfers referred to in this Section 5.1, Sellers shall hold any such non-transferred Purchased Assets for the benefit and at the risk of Buyer and until so consummated shall cooperate and enter into, and shall use commercially reasonable efforts to cause any applicable third parties to enter into, arrangements reasonably satisfactory in form and substance to Buyer and Sellers providing for the allocation to, and control by, Buyer of the benefits and rights of ownership of such Purchased Assets as if such assignments, conveyances and transfers had been consummated with respect to such Purchased Assets; provided, however, that in no Party is required event shall this Section 5.1 be deemed to make require Sellers to pay any payment money to any Person (other than its Representatives) third party in connection with the foregoingorder to obtain any such third party’s consent. (b) Prior Sellers will, after Closing and at Buyer’s sole cost and expense, reasonably cooperate with Buyer, afford to Buyer’s accountants reasonable access during normal business hours and upon reasonable advance notice to such books and records as are necessary or appropriate for the Closing Datepurposes of, and permit Buyer’s appropriate officers, employees and accountants to meet during normal business hours and upon reasonable advance notice with the officers, employees and accountants of Sellers responsible for Sellers’ financial statements, the Company internal controls of Sellers and the Stockholders will use their commercially reasonable efforts disclosure controls and procedures of Sellers to (i) have discuss such matters as Buyer may reasonably deem necessary or appropriate for Buyer to satisfy its obligations under Sections 302 and 906 of the Xxxxxxxx-Xxxxx Xxxxxx execute Act of 2003 and deliver to Purchaser a non-competition any rules and non-solicitation agreement, containing restrictions reasonably satisfactory to Purchaser and otherwise containing Purchaser’s customary terms and conditionsregulations relating thereto, and (ii) have other employees to prepare any audited statements of the Company identified by Purchaser on or before the Closing Date, execute and deliver to Purchaser a confidentiality and assignment of inventions agreement containing Purchaser’s customary terms and conditions. (c) The Stockholders shall, at Purchaser’s reasonable request and without charge to Purchaser, assist the Company and the Purchaser with the preparation and completion of audited and reviewed financial statements and related footnotes Business for the Company (the “Required Financials”) for all relevant quarterly periods ending December 31, 2008, December 31, 2009 and year-to-date periods, to be completed no later than 68 calendar days after the Closing. The Stockholders shall assist Purchaser and the Company free of charge, will pay for up to $20,000 of expenses (the “Audit Reimbursement”) incurred by the Company in connection with the preparation of the Required Financials, and will make themselves reasonably available after Closing to adequately respond to and address all comments and questions from Purchaser’s auditors regarding the Required Financials, the Company and its business. Notwithstanding the foregoing, the Stockholders may elect, by notice to Purchaser at Closing, to deduct $20,000 from the Closing Date Working Capital Payment (required by the Securities and Exchange Commission or any national securities exchange upon which shares of Buyer or its affiliates are registered; provided, for avoidance that no such access, disclosure or discussion shall interfere with the ordinary conduct of doubt, the Company Working Capital calculations in Section 1.2 shall be calculated as if such $20,000 was not deducted from the Closing Date Working Capital Payment) in lieu business of and in full satisfaction of the Stockholders’ obligation to pay the Audit ReimbursementSellers.

Further Assurances; Cooperation. (a) Upon Sellers shall assist Buyer in obtaining the terms and subject to funds contemplated by the conditions herein provided, each of the Parties agrees to 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 to consummate and make effective, in the most expeditious manner practicable, the Transactions contemplated herebyFinancing Commitments, including, without limiting the generality limitation, by: (i) providing (A) audited consolidated financial statements of the foregoingBusiness which satisfy the requirements of Regulation S-X under the Securities Act of 1933 for the three fiscal years ending December 31, assistance confirming certain 2005 and (B) unaudited consolidated financial information and all material Contracts statements of the Company within seven days Business which satisfy the requirements of Regulation S-X under the Securities Act of 1933 for any quarterly periods ending after December 31, 2005 (including the corresponding period from the prior fiscal year), with all such quarterly periods subjected to review procedures characterized as Statement on Auditing Standards No. 100 procedures; provided that Sellers may satisfy their obligations under this clause (i) by providing consolidated financial statements for all of the date hereof Stations other than KGBT and stand alone financial statements for KGBT; and provided, further, that Buyer shall pay 50% of the documented out-of- pocket costs incurred by Sellers in connection with providing audited financial statements of KGBT; (ii) providing and assisting in the preparation of any required pro forma financial statements or information relating to the Business; (iii) preparing customary management’s discussion and analysis of financial condition and results of operations disclosure for the Business for the periods referred to in clause (i); (iv) facilitating customary due diligence and arranging for members of Sellers’ management to meet with prospective lenders, underwriters or initial purchasers, as the case may be be, in customary presentations or to participate in customary road shows, in each case upon Buyer’s request with reasonable prior notice and at Buyer’s sole cost and expense; (v) causing Sellers’ accountants to provide customary assistance, including, without limitation, in the event of a public offering or an offering in accordance with Rule 144A under the Securities Act of 1933 of debt or equity securities of Buyer or its Affiliates, causing Sellers’ accountants to deliver to Buyer and its Affiliates and the underwriters or initial purchasers in any such offering a letter covering such matters as are reasonably requested by a Party hereto. In furtherance Buyer or its Affiliates or such underwriters or Initial Purchasers, as the case may be, and not as are customarily addressed in limitation accountants’ “comfort letters,” and to provide their consent to the references to them as experts and the inclusion in any applicable filings of their auditor’s reports; provided that Buyer shall pay 100% of the covenants of the Parties contained in this Section, if any administrative or judicial action or proceeding, including any proceeding documented out-of-pocket costs incurred by a third party, is instituted (or threatened to be instituted) challenging any of the Transactions contemplated hereby, each of the Purchaser, the Company and the Stockholders will cooperate in all respects with each other and use his, her or its respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of any of the Transactions contemplated hereby; provided, however, that no Party is required to make any payment to any Person (other than its Representatives) Sellers in connection with the foregoingdelivery of such “comfort letters”; and (vi) providing Buyer and its Affiliates and their auditors access to the books and records of the Business and the Stations for fiscal years 2001 and 2002. (b) Prior Sellers agree to the Closing Date, the Company and the Stockholders will use their commercially reasonable efforts to coordinate with and assist Buyer in (i) have Xxxxx Xxxxxx execute negotiations to secure CW network affiliations for WSTQ and deliver to Purchaser a non-competition and non-solicitation agreementKXTU, containing restrictions reasonably satisfactory to Purchaser and otherwise containing Purchaser’s customary terms and conditions, and (ii) have other employees negotiation of a Xxxxxxx agreement for the Company identified by Purchaser on Stations, (iii) obtaining the assignment of, or before replacing, the Closing DateMaster Agreement, execute dated as of September 15, 1997, between Xxxxxxxxxx, Xxxxxxx & Xxxxxxx, Inc. and deliver to Purchaser a confidentiality Raycom Media, Inc ., as amended, and assignment the Telerep Master Agreement, dated as of inventions agreement containing Purchaser’s customary terms September 15, 1997, between Telerep Incorporated and conditionsRaycom Media Inc., as amended. (c) The Stockholders shallWith respect to any Station Software containing restrictions regarding transfer thereof to Buyer, at PurchaserSellers shall use their best efforts to complete the transfer or assignment of any such Station Software to Buyer prior to the Closing Date. (d) Upon Buyer’s reasonable request and without charge at Buyer’s expense, Sellers will provide unemployment tax returns for each Station. (e) Sellers shall use their best efforts to Purchaserenter into written agreements, assist on substantially the Company and same terms as those currently in effect, with respect to the Purchaser with the preparation and completion of audited and reviewed financial statements and related footnotes for the Company (the “Required Financials”) for all relevant quarterly and year-to-date periods, to be completed no later than 68 calendar days after the Closing. The Stockholders shall assist Purchaser and the Company free of charge, will pay for up to $20,000 of expenses (the “Audit Reimbursement”) incurred by the Company in connection with the preparation of the Required Financials, and will make themselves reasonably available after Closing to adequately respond to and address all comments and questions from Purchaser’s auditors regarding the Required Financials, the Company and its business. Notwithstanding the foregoing, the Stockholders may elect, by notice to Purchaser at Closing, to deduct $20,000 from the Closing Date Working Capital Payment (provided, for avoidance of doubt, the Company Working Capital calculations in Section 1.2 shall be calculated as if such $20,000 was not deducted from the Closing Date Working Capital Payment) in lieu of and in full satisfaction of the Stockholders’ obligation to pay the Audit Reimbursementoral lease agreements set forth on Schedule 2.8(c).

Further Assurances; Cooperation. (a) Upon Subject to the terms and subject to the conditions herein providedof this Agreement, each of the Parties agrees hereto will use Commercially Reasonable Efforts to use its commercially reasonable efforts to take take, or cause to be taken taken, all actionsaction, and to do 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, in effective the most expeditious manner practicable, sale of the Transactions contemplated herebyAcquired Assets pursuant to this Agreement, including, without limiting the generality limitation, using Commercially Reasonable Efforts to ensure satisfaction, but not waiver, of the foregoingconditions precedent to each Party's obligations hereunder. Notwithstanding anything in the previous sentence to the contrary, assistance confirming certain financial information the Seller and the Buyer shall use Commercially Reasonable Efforts to obtain all material Contracts of Permits and Environmental Permits and the Company within seven days of NRC Licenses necessary for the date hereof as may be reasonably requested by a Party heretoBuyer to acquire and operate the Acquired Assets. In furtherance and not in limitation of the covenants Neither of the Parties contained in this Sectionhereto will, if any administrative or judicial action or proceeding, including any proceeding by a third party, is instituted (or threatened to be instituted) challenging any without the prior written consent of the Transactions other Party, take or fail to take any action, which would reasonably be expected to prevent or materially impede, interfere with or delay the transactions contemplated herebyby this Agreement, each other than as required of the Purchaser, the Company and the Stockholders will cooperate in all respects with each other and use his, her such Party under any requirement of law or its respective commercially reasonable efforts to contest and resist any such action order or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation rule of any of the Transactions contemplated hereby; provided, however, that no Party is required to make any payment to any Person (other than its Representatives) in connection with the foregoingGovernmental Authority. (b) Prior From time to time after the Closing, without further consideration, the Seller will, at its own expense, execute and deliver such documents to the Buyer and take such additional action as the Buyer may reasonably request in order to more effectively consummate the sale and purchase of the Acquired Assets or to more effectively vest in the Buyer good and marketable title to the Acquired Assets subject to the Permitted Encumbrances. The Seller shall cooperate with the Buyer, at the Buyer's expense, in the Buyer's efforts to cure or remove any Permitted Encumbrances that the Buyer reasonably deems objectionable. From time to time after the Closing, without further consideration, the Buyer will, at its own expense, execute and deliver such documents to the Seller as the Seller may reasonably request in order to evidence the Buyer's assumption of the Assumed Liabilities and Obligations. (c) To the extent that the Seller's rights under any Seller's Agreement, Licensed Intellectual Property, or Real Property Agreement may not be assigned without the consent of another Person which consent has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use Commercially Reasonable Efforts to obtain any such required consent(s) as promptly as possible. The Seller and the Buyer agree that if any consent to an assignment of any Seller's Agreement or Real Property Agreement shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer's rights and obligations under the applicable Seller's Agreement or Real Property Agreement so that the Buyer would not in effect acquire the benefit of all such rights and obligations, the Seller, to the maximum extent permitted by law and such Seller's Agreement or Real Property Agreement shall after the Closing appoint the Buyer to be the Seller's agent with respect to such Seller's Agreement or Real Property Agreement, and the Seller shall, to the maximum extent permitted by law and such Seller's Agreement or Real Property Agreement, enter into such reasonable arrangements with the Buyer as are necessary to provide the Buyer with the benefits and obligations of such Seller's Agreement or Real Property Agreement. The Seller and the Buyer shall cooperate and shall each use Commercially Reasonable Efforts after the Closing to obtain an assignment of such Seller's Agreement, Licensed Intellectual Property, or Real Property Agreement to the Buyer. The exercise by Buyer and Seller of the terms of this Section shall in no event constitute a waiver of the conditions to Closing set forth in Article VII. (d) For a reasonable time after the Closing Date, the Company Buyer and the Stockholders Seller agree to provide services to each other as reasonably required to the extent necessary to ensure the continuity of support for VYNPS and the orderly completion of projects or other work in progress that would be adversely affected if those services were interrupted. Such support by one Party to the other will use their commercially not be unreasonably withheld, provided that requests for such support are made in a timely manner. The Party providing the requested support will be reimbursed for all reasonable efforts to (i) have Xxxxx Xxxxxx execute and deliver to Purchaser a non-competition and non-solicitation agreement, containing restrictions reasonably satisfactory to Purchaser and otherwise containing Purchaser’s customary terms and conditions, and (ii) have other employees of costs thereof in accordance with established accounting procedures or on an alternative cost reimbursement basis as mutually agreed by the Company identified by Purchaser on or before the Closing Date, execute and deliver to Purchaser a confidentiality and assignment of inventions agreement containing Purchaser’s customary terms and conditionsParties. (ce) Until December 31, 2012 or such other date as the Parties may agree in writing, the Buyer shall provide to the Seller, on a rent-free basis, three contiguous offices with secretarial support space at the Brattleboro Site (as designated in Schedule 6.4(e) hereto) or comparable office facilities in the Buyer's other office buildings at the Vxxxxx Site or other site, together with the requisite office furniture, communications equipment, heat, cooling and electric service as is reasonably requested by Seller and in all cases comparable to that provided to Buyer's employees and unrestricted access and egress therefrom necessary to conduct the continuing administrative support activities for the Seller's business. During such period, the Buyer shall also provide to the Seller (at the Buyer's cost) accounting support services for the preparation of employee and contractor tax reports and other audit matters. (f) The Stockholders shall, at Purchaser’s reasonable request Buyer agrees to comply with all applicable NEPOOL standards and without charge to Purchaser, assist the Company and the Purchaser with the preparation and completion of audited and reviewed financial statements and related footnotes for the Company requirements. (the “Required Financials”g) for all relevant quarterly and year-to-date periods, to be completed no later than 68 calendar Within twenty (20) days after the Closing. The Stockholders shall assist Purchaser Effective Date, the Seller will call and hold a meeting of its shareholders to seek approval of this Agreement and will promptly give the Company free of charge, will pay for up to $20,000 of expenses (the “Audit Reimbursement”) incurred by the Company in connection with the preparation Buyer a written notice of the Required Financials, and will make themselves reasonably available after Closing to adequately respond to and address all comments and questions from Purchaser’s auditors regarding the Required Financials, the Company and its business. Notwithstanding the foregoing, the Stockholders may elect, by notice to Purchaser at Closing, to deduct $20,000 from the Closing Date Working Capital Payment (provided, for avoidance of doubt, the Company Working Capital calculations in Section 1.2 shall be calculated as if such $20,000 was not deducted from the Closing Date Working Capital Payment) in lieu of and in full satisfaction of the Stockholders’ obligation to pay the Audit Reimbursementresults thereof.

Further Assurances; Cooperation. (a) Upon At any time or from time to time after the terms and subject to the conditions herein providedClosing, each party hereto, at the reasonable request of the Parties agrees any other party hereto, shall execute and deliver such other instruments and do and perform such other acts and things (including, but not limited to, all action reasonably necessary to use its commercially reasonable efforts to take obtain any and all Approvals of any Government or cause to be taken all actions, and to do Regulatory Authority or cause to be done, and to assist and cooperate Person required in connection with the other Parties in doing, all things necessary, proper Acquisition) as may be necessary or advisable to consummate desirable for effecting completely the consummation of this Agreement and make effective, in the most expeditious manner practicable, the Transactions transactions contemplated hereby, including, without . Without limiting the generality of the foregoingpreceding sentence, assistance confirming certain financial information if, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement or to vest Buyer with full right, title and possession to all material Contracts assets, properties, rights, privileges, powers and franchises of the Company within seven days of Companies, or to the date hereof Shares, the Stockholders shall take any such further action as may be reasonably requested by a Party heretoBuyer. In furtherance and not in limitation of the covenants of the Parties contained in this Section, if any administrative or judicial action or proceeding, including any proceeding by a third party, is instituted (or threatened Each party agrees to be instituted) challenging any of the Transactions contemplated hereby, each of the Purchaser, the Company and the Stockholders will cooperate in all respects with each other and use his, her or its respective commercially reasonable efforts to contest and resist any such action or proceeding and cause the conditions to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of any of its obligations to consummate the Transactions contemplated hereby; provided, however, that no Party is required Acquisition to make any payment to any Person (other than its Representatives) in connection with the foregoingbe satisfied. (b) Prior Except as otherwise expressly permitted by this Agreement, Buyer shall not, without the prior written consent of the Stockholder Representative (which consent shall not be unreasonably withheld), take or agree in writing or otherwise to take any action that would make any of Buyer's representations or warranties contained in this Agreement to be untrue or incorrect or prevent Buyer from performing its agreements and covenants hereunder or knowingly cause any condition to the Closing Date, the Company Stockholders' and the Stockholders will use their commercially reasonable efforts Companies' closing obligations in Section 8.1 or Section 8.2 not to (i) have Xxxxx Xxxxxx execute and deliver to Purchaser a non-competition and non-solicitation agreement, containing restrictions reasonably satisfactory to Purchaser and otherwise containing Purchaser’s customary terms and conditions, and (ii) have other employees of the Company identified by Purchaser on or before the Closing Date, execute and deliver to Purchaser a confidentiality and assignment of inventions agreement containing Purchaser’s customary terms and conditionsbe satisfied. (c) The Stockholders shall, at Purchaser’s reasonable request and without charge to Purchaser, assist Each of the Company and the Purchaser with the preparation and completion of audited and reviewed financial statements and related footnotes for the Company (the “Required Financials”) for all relevant quarterly and year-to-date periods, to be completed no later than 68 calendar days after the Closing. The Stockholders shall assist Purchaser take all actions within their respective power to cause WCMG to perform its covenants, agreements and other obligations under the Company free of chargeWCMG Acquisition Agreement, will pay for up subject to $20,000 of expenses (the “Audit Reimbursement”) incurred by the Company in connection with the preparation any fiduciary duties of the Stockholders to WCMG. Without limiting the generality of the preceding sentence, in the event that the Aggregate Net Worth Amount is less than the Aggregate Required Financials, and will make themselves reasonably available after Closing to adequately respond to and address all comments and questions from Purchaser’s auditors regarding Net Worth Amount (as such terms are defined in the Required Financials, the Company and its business. Notwithstanding the foregoingWCMG Acquisition Agreement) by an amount in excess of $1,447,000, the Stockholders shall take all actions as may elect, by notice be necessary to Purchaser at Closing, to deduct $20,000 from fully cure such shortfall in the Closing Date Working Capital Payment Aggregate Net Worth Amount. (provided, for avoidance of doubt, d) Parent shall (i) upon the Company Working Capital calculations in Section 1.2 shall be calculated as if such $20,000 was not deducted from the Closing Date Working Capital Payment) in lieu of and in full satisfaction of the Stockholders’ conditions set forth in Sections 8.1 and 8.3, transfer to Buyer sufficient funds to allow Buyer to pay the Cash Consideration at the Closing or otherwise make arrangements to satisfy Buyer's obligation to pay the Audit ReimbursementCash Consideration and (ii) upon the satisfaction of the conditions set forth in Sections 7.1 and 7.3 of the WCMG Acquisition Agreement, transfer to Buyer sufficient funds to allow Buyer to pay the Merger Consideration (as defined therein) or otherwise make arrangements to satisfy Buyer's obligation to pay such Merger Consideration. (e) The Stockholders and the Companies shall use their respective good faith efforts to ensure that (i) the financial condition of the Companies as of the Closing Date is consistent in all material respects with the respective Estimated Closing Date Balance Sheets of the Companies, (ii) the financial condition of WCMG, WCNY and FirstChoice as of the Closing Date is consistent in all material respects with the Balance Sheets (as such term is defined in the WCMG Acquisition Agreement), subject to actual changes in the assets and liabilities of such entities arising in the ordinary course of business from the date of the Balance Sheets to the Closing Date.

Further Assurances; Cooperation. (a) Upon From and after the terms and subject to the conditions herein providedClosing, each of the Parties agrees to use its commercially reasonable efforts to take or cause to be taken all actionsshall, on request, cooperate with one another by furnishing any additional information, executing and delivering any additional documents and instruments, and to do or cause to be done, and to assist and cooperate with the doing such other Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions contemplated hereby, including, without limiting the generality of the foregoing, assistance confirming certain financial information and all material Contracts of the Company within seven days of the date hereof as may be reasonably requested required by a Party hereto. In furtherance and not in limitation of the covenants of the Parties contained in or their counsel to consummate or otherwise implement the transactions contemplated by this Section, if any administrative or judicial action or proceeding, including any proceeding by a third party, is instituted (or threatened to be instituted) challenging any of the Transactions contemplated hereby, each of the Purchaser, the Company and the Stockholders will cooperate in all respects with each other and use his, her or its respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of any of the Transactions contemplated hereby; provided, however, that no Party is required to make any payment to any Person (other than its Representatives) in connection with the foregoingAgreement. (b) Prior to the Closing DateClosing, Parent shall cooperate (by providing access as set forth in Section 6.2) and shall cause the Company and the Stockholders will use their commercially reasonable efforts Company Subsidiaries to cooperate with the Buyer in obtaining any financing with respect to the Company and the Company Subsidiaries; provided that (i) have Xxxxx Xxxxxx such cooperation does not interfere with the ongoing operations of Parent, the Company or the Company Subsidiaries; (ii) in no event shall Parent, or, prior to the Closing, the Company or the Company Subsidiaries, be required to pay any commitment or other similar fee or incur any other Liability in connection with the financing; (iii) no obligation of the Company or the Company Subsidiaries shall be effective until the Closing and neither the Company nor any Company Subsidiary or any of their respective directors, officers, employees or representatives shall be required to take any action under, or execute or agree to, any certificate, agreement or other document that is not contingent upon the Closing and deliver does not terminate without Liability to Purchaser Parent, the Company or the Company Subsidiaries or any of their respective Affiliates upon termination of this Agreement; and (iv) neither Parent nor any of its directors, officers, employees or representatives shall be required to take any action under, or execute or agree to, any certificate, agreement or other document in connection with Buyer’s financing. None of Parent, the Company, the Company Subsidiaries or their respective Affiliates shall be required to bear any cost or expense or to pay any commitment or other similar fee or make any other payment in connection with Buyer’s financing. For the avoidance of doubt, obtaining any financing by Buyer with respect to the Company and the Company Subsidiaries shall not be a non-competition condition to Closing. (c) Prior to the Closing, Parent shall, and non-solicitation agreementshall cause the Company to, containing restrictions reasonably cooperate with the Buyer (i) to allow the Buyer to obtain, at the Buyer’s sole cost and expense, a commitment for a 2006 ALTA Owners Policy of Title Insurance for each parcel of Owned Real Property, issued by a title insurer reasonably satisfactory to Purchaser the Buyer, in such amount as the Buyer may reasonably elect, insuring the fee interest in each such parcel of Owned Real Property as of the Closing, subject only to the Permitted Encumbrances and otherwise containing Purchaser’s customary terms and conditionssuch endorsements as the Buyer may reasonably require (a “Title Policy”), and (ii) have other employees of to allow the Company identified by Purchaser on or before the Closing Date, execute and deliver Buyer to Purchaser a confidentiality and assignment of inventions agreement containing Purchaser’s customary terms and conditions. (c) The Stockholders shallprocure, at PurchaserBuyer’s reasonable request sole cost and without charge expense, a current as-built survey of each parcel of Owned Real Property, prepared by a licensed surveyor satisfactory to Purchaser, assist the Company Buyer and the Purchaser with the preparation and completion of audited and reviewed financial statements and related footnotes for the Company (the “Required Financials”) for all relevant quarterly and year-to-date periods, conforming to be completed no later than 68 calendar days after the Closing. The Stockholders shall assist Purchaser and the Company free of charge, will pay for up to $20,000 of expenses (the “Audit Reimbursement”) incurred by the Company in connection with the preparation of the Required Financials2011 ALTA/ACSM Minimum Detail Requirements, and will make themselves revealing no encroachments or Encumbrances other than Permitted Encumbrances. Such cooperation by Parent shall include providing all affidavits, undertakings and other title clearance documents reasonably available after Closing necessary or customary to adequately respond cause Buyer’s title insurer to and address all comments and questions from Purchaser’s auditors regarding the Required Financialsissue a Title Policy, the Company and its business. Notwithstanding the foregoingor a commitment to issue a Title Policy insuring, the Stockholders may elect, by notice title to Purchaser at Closing, to deduct $20,000 from the Closing Date Working Capital Payment (provided, for avoidance each parcel of doubt, the Company Working Capital calculations in Section 1.2 shall be calculated as if such $20,000 was not deducted from the Closing Date Working Capital Payment) in lieu of and in full satisfaction of the Stockholders’ obligation to pay the Audit ReimbursementOwned Real Property.

Further Assurances; Cooperation. (a) Upon The parties hereto agree that they will, at any time and from time to time after the terms and subject to the conditions herein providedClosing Date, each upon request of the Parties agrees to use its commercially reasonable efforts to other, take or cause to be taken all actions, such further action and to do execute and deliver or cause to be doneexecuted and delivered all such further documents as such other party may reasonably require for the assigning, transferring and delivering of the Acquired Assets and assuming the Assumed Liabilities and documenting the transactions contemplated hereby. HCS will not take any action that is designed or intended to have the effect of discouraging any lessor, licensor, customer, supplier or other business associate of the Business from maintaining substantially the same business relationships with HFC after the Closing Date as it maintained with HCS prior to the Closing Date, and HCS will assist HFC in effecting an orderly and effective transition of the Business from HCS to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions contemplated hereby, including, without HFC. Without limiting the generality of the foregoing, during the six (6) months immediately following the Closing, Xxxxxxxx Xxxxx, on behalf of HCS, shall, to the extent she remains employed by HCS or any Affiliate of HCS, (i) be reasonably available to assist HFC, and shall provide HFC with such assistance confirming certain financial information as it may reasonably request, in connection with such orderly and all material Contracts effective transition, including by answering questions regarding the history of the Company within seven days Business' relationships with its customers (provided that such assistance shall not, in any material respect, interfere with her performance of her full-time duties to HCS), and (ii) have primary responsibility for overseeing the date hereof as may be reasonably requested management by a Party hereto. In furtherance HCS of any Terminated Contracts, communicating with HFC regarding the status of such Terminated Contracts and not coordinating with HFC in limitation the transitioning of the covenants of the Parties contained in this Section, if any administrative or judicial action or proceedingsuch Terminated Contracts, including any proceeding by a third partythe employees and contractors of HCS who service such Terminated Contracts, is instituted (or threatened to be instituted) challenging any of the Transactions contemplated hereby, each of the Purchaser, the Company and the Stockholders will cooperate in all respects with each other and use his, her or its respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of any of the Transactions contemplated herebyHFC; provided, however, that no Party is required to make any payment to any Person (other than its Representatives) in connection with the foregoing. (b) Prior to the Closing Date, the Company and the Stockholders will use their commercially reasonable efforts to (i) have Xxxxx Xxxxxx execute and deliver to Purchaser a non-competition and non-solicitation agreement, containing restrictions reasonably satisfactory to Purchaser and otherwise containing Purchaser’s customary terms and conditions, and (ii) have other employees of the Company identified by Purchaser on or before the Closing Date, execute and deliver to Purchaser a confidentiality and assignment of inventions agreement containing Purchaser’s customary terms and conditions. (c) The Stockholders shall, at Purchaser’s reasonable request and without charge to Purchaser, assist the Company and the Purchaser with the preparation and completion of audited and reviewed financial statements and related footnotes for the Company (the “Required Financials”) for all relevant quarterly and year-to-date periods, to be completed no later than 68 calendar days after the Closing. The Stockholders shall assist Purchaser and the Company free of charge, will pay for up to $20,000 of expenses (the “Audit Reimbursement”) incurred by the Company in connection with the preparation of the Required Financials, and will make themselves reasonably available after Closing to adequately respond to and address all comments and questions from Purchaser’s auditors regarding the Required Financials, the Company and its business. Notwithstanding the foregoing, the Stockholders may elect, by notice to Purchaser at Closing, to deduct $20,000 from the Closing Date Working Capital Payment (provided, for avoidance of doubt, the Company Working Capital calculations in Section 1.2 such Terminated Contract shall be calculated as if transitioned to HFC unless and until the customer party thereto has consented in writing to such $20,000 was not deducted from the Closing Date Working Capital Payment) in lieu of and in full satisfaction of the Stockholders’ obligation to pay the Audit Reimbursementtransition.

Further Assurances; Cooperation. (a) Upon Subject to the terms and subject to the conditions herein providedof this Agreement, each of the Parties agrees hereto will use Commercially Reasonable Efforts to use its commercially reasonable efforts to take take, or cause to be taken taken, all actionsaction, and to do 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 effectiveeffective the sale of the Purchased Interests pursuant to this Agreement, in including without limitation using Commercially Reasonable Efforts to ensure satisfaction of the most expeditious manner practicable, the Transactions contemplated herebyconditions precedent to each Party's obligations hereunder, including, without limiting limitation, all regulatory approvals. Notwithstanding anything in the generality previous sentence to the contrary, Sellers and Buyer shall use Commercially Reasonable Efforts to obtain all Permits and Environmental Permits necessary for Buyer to acquire and operate the NMP-2 Assets. Neither Buyer, on the one hand, nor Sellers, on the other hand, will without the prior written consent of the foregoingother, assistance confirming certain financial information and all material Contracts of advocate, take or fail to take any action which would reasonably be expected to prevent or materially impede, interfere with or delay the Company within seven days of the date hereof as may transactions contemplated by this Agreement or which could reasonably be reasonably requested by a Party hereto. In furtherance and not in limitation of the covenants of the Parties contained in this Sectionexpected to cause, if any administrative or judicial action or proceeding, including any proceeding by a third party, is instituted (or threatened to be instituted) challenging any of the Transactions contemplated hereby, each of the Purchasercontribute to causing, the Company and other to receive less favorable regulatory treatment than that sought by the Stockholders other. Buyer further agrees that prior to the Closing Date, neither it nor its Affiliates will cooperate in all respects enter into any other contract to acquire, nor acquire, electric generation facilities or uncommitted generation capacity if the proposed acquisition of such additional electric generation facilities or uncommitted generation capacity are reasonably likely to prevent or materially interfere with each other and use his, her or its respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of any of the Transactions transactions contemplated herebyby this Agreement; provided, however, that no nothing herein shall -------- ------- prohibit Buyer or its Affiliates from entering into any contract to acquire from any Co-Tenant that is not a Party to this Agreement the undivided interest of such Co-Tenant in NMP-2 pursuant to an option which is required hereby granted by Buyer to make any payment such Co-Tenant for a period of 30 days after the date hereof for such Co-Tenant to any Person sell its interest on substantially the same terms and conditions as set forth in this Agreement, including, without limitation, the adjustments to the Purchase Price set forth in Section 3.3 thereof (other than its Representatives) in connection such acquisition being referred to herein as an "Additional Co-Tenant Interest ----------------------------- Acquisition"); provided, further, that all regulatory filings with respect to ----------- -------- ------- such Additional Co-Tenant Interest Acquisition shall only be made following the foregoingClosing unless Sellers mutually determine that such Additional Co-Tenant Interest Acquisition is not reasonably likely to materially delay the consummation of the transactions contemplated by this Agreement. (b) Prior From time to time after the Closing Date, the Company and the Stockholders without further consideration, Sellers will use their commercially reasonable efforts to (i) have Xxxxx Xxxxxx execute and deliver such documents to Purchaser a non-competition Buyer as Buyer may reasonably request, at Buyer's expense, in order to more effectively consummate the sale and non-solicitation agreement, containing restrictions reasonably satisfactory to Purchaser and otherwise containing Purchaser’s customary terms and conditions, and (ii) have other employees purchase of the Company identified by Purchaser on Purchased Interests or before to more effectively vest in Buyer such title to the NMP-2 Assets as is provided for in Section 4.7 subject to the Permitted Encumbrances. Sellers shall cooperate with Buyer, at Buyer's expense, in Buyer's efforts to cure or remove any Permitted Encumbrances that Buyer reasonably deems objectionable. From time to time after the Closing Date, without further consideration, Buyer will, at its own expense, execute and deliver such documents to Purchaser a confidentiality Sellers as Sellers may reasonably request in order to evidence Buyer's assumption of the Assumed Liabilities and assignment of inventions agreement containing Purchaser’s customary terms and conditionsObligations. (c) The Stockholders Parties shall cooperate with each other to facilitate the transition of the information systems, computer applications and processing of data at the Facilities. (d) To the extent that Sellers' rights under any Sellers' Agreement may not be assigned without the consent of another Person which consent has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Sellers, at their expense, shall use Commercially Reasonable Efforts to obtain any such required consent(s) as promptly as possible. Sellers and Buyer agree that if any consent to an assignment of any Sellers' Agreement shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer's rights and obligations under the applicable Sellers' Agreement so that Buyer would not in effect acquire the benefit of all such rights and obligations, Sellers, to the maximum extent permitted by law and such Sellers' Agreement, shall after the Closing appoint Buyer to be Sellers' representative and agent with respect to such Sellers' Agreement, and Sellers shall, at Purchaser’s to the maximum extent permitted by law and such Sellers' Agreement, enter into such reasonable request arrangements with Buyer as are necessary to provide Buyer with the benefits and without charge obligations of such Sellers' Agreement. Sellers and Buyer shall cooperate and shall each use Commercially Reasonable Efforts after the Closing to Purchaser, assist obtain an assignment of such Sellers' Agreement to Buyer. (e) NMPC agrees to provide such services to Buyer for up to two years following the Company Closing as are reasonably required to the extent necessary to ensure the continuity of support for NMP-2 and the Purchaser with the preparation and orderly completion of audited projects or other work in progress that would be adversely affected if those services were interrupted. Buyer and reviewed financial statements and related footnotes for NMPC will agree, as promptly as practicable, following the Company (date hereof, on the “Required Financials”) nature of such services, which shall be agreed upon in a service agreement. NMPC will be reimbursed for all relevant quarterly and year-to-date periodsits costs, including development costs, in accordance with procedures to be completed no later than 68 calendar mutually agreed upon by NMPC and Buyer or on an alternative cost reimbursement basis as mutually agreed by NMPC and Buyer. (f) Buyer acknowledges that, notwithstanding anything to the contrary contained in this Agreement, (i) by executing and delivering this Agreement none of Sellers is, directly or indirectly, waiving its right of first refusal under the Operating Agreements and (ii) that any Seller may, within 180 days after the date hereof, exercise such right of first refusal following termination of this Agreement with respect to such Seller. (g) For a period of two years following the Closing. The Stockholders , Buyer and its Affiliates shall assist Purchaser not acquire any interest in NMP-2 from any Co-Tenant that is not a Party to this Agreement on terms superior to those provided for hereby and the Company free of charge, will pay for up to $20,000 of expenses (the “Audit Reimbursement”) incurred by the Company Ancillary Agreements without providing additional compensation to each Seller in connection with an amount equal to (i) the preparation aggregate amount of the Required Financialsexcess value received by such Co-Tenant over the value such Co-Tenant would have received if it were a Party to this Agreement divided by (ii) such Co-Tenant's Proportionate Ownership, and will make themselves reasonably available after Closing to adequately respond to and address all comments and questions from Purchaser’s auditors regarding the Required Financials, the Company and its business. Notwithstanding the foregoing, the Stockholders may elect, multiplied by notice to Purchaser at Closing, to deduct $20,000 from the Closing Date Working Capital Payment (provided, for avoidance of doubt, the Company Working Capital calculations in Section 1.2 shall be calculated as if iii) such $20,000 was not deducted from the Closing Date Working Capital Payment) in lieu of and in full satisfaction of the Stockholders’ obligation to pay the Audit ReimbursementSeller's Proportionate Ownership.

Further Assurances; Cooperation. (a) Upon At any time after the terms date hereof, Seller and subject Buyer shall promptly execute, acknowledge and deliver any other assurances or documents or take any other actions reasonably requested by Buyer or Seller, as the case may be, and necessary for Buyer or Seller, as the case may be, to satisfy its obligations hereunder. Seller and Buyer shall each use their respective commercially reasonable efforts to cause the conditions herein providedto their respective obligations set forth in Article VI to be satisfied at or prior to Closing. As promptly as practicable after the date hereof, Seller shall provide Buyer with each of the Parties agrees following: (i) complete and accurate copies of the organizational and governing documents, as then currently in effect, of each of the Acquired Companies, to the extent such copies were not made available to Buyer prior to Closing; (ii) a list and description or copy of all Environmental Permits of each Acquired Company and the Business; and (iii) a list and description or copy of all material Permits of each Acquired Company and the Business. Seller shall use its reasonable best efforts to assist Buyer in the assignment or transfer of each Environmental Permits or other material Permits. Seller’s obligations under this Section 5.8(a) shall be in addition to its obligations under Section 2.10. (b) If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Material Contracts”), Buyer may waive the closing conditions as to any such Material Consent and Seller shall continue its commercially reasonable efforts to take or cause obtain the Material Consents. If Buyer elects 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 to consummate and make effective, in the most expeditious manner practicable, the Transactions contemplated hereby, including, without limiting the generality of the foregoing, assistance confirming certain financial information and all material Contracts of the Company within seven days of the date hereof as may be reasonably requested by a Party hereto. In furtherance and not in limitation of the covenants of the Parties contained in this Section, if any administrative or judicial action or proceeding, including any proceeding by a third party, is instituted (or threatened to be instituted) challenging any of the Transactions contemplated hereby, each of the Purchaser, the Company and the Stockholders will cooperate in all respects with each other and use his, her or have Seller continue its respective commercially reasonable efforts to contest obtain any Material Consents and resist the Closing occurs, notwithstanding Sections 2.1 and 2.3, neither this Agreement nor the Assumption Agreement nor any such action or proceeding and other document related to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of any the transactions contemplated by this Agreement shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Transactions contemplated herebyRestricted Material Contracts, and following the Closing, the parties shall use their commercially reasonable best efforts, and cooperate with each other, to obtain the Material Consent relating to each Restricted Material Contract as quickly as practicable; provided, however, that no Party is required nothing herein shall be interpreted to make require Buyer or Seller to pay any payment consideration as a condition to obtain such Material Consent. If Buyer elects to proceed with the Closing, and, as of the Closing, an attempted assignment of any Person Restricted Material Contract would be ineffective or would affect any Seller’s rights thereunder so that Buyer would not in fact receive all such rights, at Buyer’s demand at any time after Closing, Seller shall provide an arrangement acceptable to Buyer which would provide Buyer with the benefit (including the economic benefit) and burden (including economic burden) of such Restricted Material Contract (other than legal title). Each party shall bear its Representatives) own administrative costs in connection with the foregoing. (b) Prior to any such arrangement. If and so long after the Closing Dateas such assignment shall not have been made, the Company and the Stockholders will use their commercially reasonable efforts to Seller shall (i) have Xxxxx Xxxxxx execute to the extent that such action shall not result in violation of such Restricted Material Contract, transfer to Buyer all assets and deliver to Purchaser a non-competition rights, including all monies, received in respect of such Restricted Material Contract and non-solicitation agreementhold such Restricted Material Contract in trust for Buyer, containing restrictions reasonably satisfactory to Purchaser and otherwise containing Purchaser’s customary terms and conditions, and (ii) have other employees to the extent that the provisions of clause (i) above are not sufficient to transfer all of the Company identified by Purchaser on benefits (including the economic benefit) and burden (including economic burden) of such Restricted Material Contract (other than legal title), or before the Closing Date, execute and deliver to Purchaser any such Restricted Material Contract has been cancelled as a confidentiality and assignment of inventions agreement containing Purchaser’s customary terms and conditions. (c) The Stockholders shall, at Purchaser’s reasonable request and without charge to Purchaser, assist the Company and the Purchaser with the preparation and completion of audited and reviewed financial statements and related footnotes for the Company (the “Required Financials”) for all relevant quarterly and year-to-date periods, to be completed no later than 68 calendar days after the Closing. The Stockholders shall assist Purchaser and the Company free of charge, will pay for up to $20,000 of expenses (the “Audit Reimbursement”) incurred by the Company in connection with the preparation result of the Required Financialsattempted assignment, take such actions (which, without limitation, may include entering into subcontracting arrangements with Buyer) as are commercially reasonable to provide all of the benefits (or the equivalent thereof, including the economic benefit) and will make themselves reasonably available after Closing burden (including economic burden) of such Restricted Material Contract (other than legal title) to adequately respond to and address all comments and questions from Purchaser’s auditors regarding the Required FinancialsBuyer. Except as set forth in this Section 5.8(b), the Company Buyer agrees that Seller and its business. Notwithstanding Affiliates shall not have any liability whatsoever (including any liability under Article VIII) to Buyer or its Affiliates arising out of or relating to the foregoing, failure to obtain any Material Consent to the Stockholders may elect, by notice extent that Buyer has waived in writing the closing conditions as to Purchaser at Closing, to deduct $20,000 from the Closing Date Working Capital Payment (provided, for avoidance of doubt, the Company Working Capital calculations in Section 1.2 shall be calculated as if such $20,000 was not deducted from the Closing Date Working Capital Payment) in lieu of and in full satisfaction of the Stockholders’ obligation to pay the Audit ReimbursementMaterial Consent.

Further Assurances; Cooperation. (a) Upon Subject to the terms and subject to the conditions herein providedof this Agreement, each of the Parties agrees hereto will use Commercially Reasonable Efforts to use its commercially reasonable efforts to take take, or cause to be taken taken, all actionsaction, and to do 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 effectiveeffective the sale of the Purchased Assets pursuant to this Agreement, including without limitation using Commercially Reasonable Efforts to ensure satisfaction of the conditions precedent to each Party's obligations hereunder. Notwithstanding anything in the most expeditious manner practicableprevious sentence to the contrary, Sellers and Buyer shall use Commercially Reasonable Efforts to obtain all Permits and Environmental Permits necessary for Buyer to acquire and operate the Transactions contemplated hereby, including, without limiting the generality of the foregoing, assistance confirming certain financial information and all material Contracts of the Company within seven days of the date hereof as may be reasonably requested by a Party heretoPurchased Assets. In furtherance and not in limitation of the covenants Neither of the Parties contained in hereto will, without the prior written consent of the other Party, take or fail to take any action, which would reasonably be expected to prevent or materially impede, interfere with or delay the transactions contemplated by this SectionAgreement. Buyer further agrees that prior to the Closing Date, if any administrative or judicial action or proceeding, including any proceeding by a third party, is instituted (or threatened to be instituted) challenging neither it nor any of its members or their respective Affiliates will enter into any other contract to acquire, nor acquire, electric generation facilities or uncommitted generation capacity located in the Transactions PJM area if the proposed acquisition of such additional electric generation facilities or uncommitted generation capacity are reasonably likely to prevent or materially interfere with the transactions contemplated hereby, each of the Purchaser, the Company and the Stockholders will cooperate in all respects with each other and use his, her or its respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of any of the Transactions contemplated herebyby this Agreement; provided, however, that no Party is required nothing herein shall prohibit Buyer or its members or their respective Affiliates from increasing capacity at any of their existing generation facilities or increasing their percentage ownership of generation facilities that are partially owned (to make any payment to any Person (other than its Representativesthe extent of at least 40 percent) in connection with as of the foregoingdate hereof. (b) Prior From time to time after the Closing Date, the Company and the Stockholders will use without further consideration, Sellers will, at their commercially reasonable efforts to (i) have Xxxxx Xxxxxx own expense, execute and deliver such documents to Purchaser a non-competition Buyer as Buyer may reasonably request in order to more effectively consummate the sale and non-solicitation agreement, containing restrictions reasonably satisfactory to Purchaser and otherwise containing Purchaser’s customary terms and conditions, and (ii) have other employees purchase of the Company identified by Purchaser on Purchased Assets or before to more effectively vest in Buyer good and marketable title to the Purchased Assets subject to the Permitted Encumbrances. Seller shall cooperate with Buyer, at Buyer's expense, in Buyer's efforts to cure or remove any Permitted Encumbrances that Buyer reasonably deems objectionable. From time to time after the Closing Date, without further consideration, Buyer will, at its own expense, execute and deliver such documents to Purchaser a confidentiality Sellers as Sellers may reasonably request in order to evidence Buyer's assumption of the Assumed Liabilities and assignment of inventions agreement containing Purchaser’s customary terms and conditionsObligations. (c) The Stockholders To the extent that Sellers' rights under any Sellers' Agreement may not be assigned without the consent of another Person which consent has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Sellers, at their expense, shall use Commercially Reasonable Efforts to obtain any such required consent(s) as promptly as possible. Sellers and Buyer agree that if any consent to an assignment of any Sellers' Agreement shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer's rights and obligations under the applicable Sellers' Agreement so that Buyer would not in effect acquire the benefit of all such rights and obligations, Sellers, to the maximum extent permitted by law and such Sellers' Agreement, shall after the Closing appoint Buyer to be Sellers' representative and agent with respect to such Sellers' Agreement, and Sellers shall, at Purchaser’s to the maximum extent permitted by law and such Sellers' Agreement, enter into such reasonable request and without charge arrangements with Buyer as are necessary to Purchaser, assist the Company and the Purchaser provide Buyer with the preparation benefits and completion obligations of audited such Sellers' Agreement. Sellers and reviewed financial statements Buyer shall cooperate and related footnotes for the Company (the “Required Financials”) for all relevant quarterly and year-to-date periods, to be completed no later than 68 calendar days shall each use Commercially Reasonable Efforts after the Closing. The Stockholders shall assist Purchaser and the Company free of charge, will pay for up to $20,000 of expenses (the “Audit Reimbursement”) incurred by the Company in connection with the preparation of the Required Financials, and will make themselves reasonably available after Closing to adequately respond obtain an assignment of such Sellers' Agreement to and address all comments and questions from Purchaser’s auditors regarding the Required Financials, the Company and its business. Notwithstanding the foregoing, the Stockholders may elect, by notice to Purchaser at Closing, to deduct $20,000 from Buyer. (d) Sellers shall continue after the Closing Date Working Capital Payment to implement at their expense Sellers' Year 2000 Qualification program as set forth on Schedule 7.1 (provided, for avoidance of doubt, the Company Working Capital calculations in Section 1.2 s). All such work and any additional work required to complete Year 2000 Qualification pursuant to such program shall be calculated completed in accordance with Good Utility Practice on or before the milestone dates set forth on such Schedule 7.1 (s). Buyer shall cooperate with Sellers' personnel in such activities, and Buyer shall be reimbursed for all reasonable costs thereof in accordance with established accounting procedures or on an alternative cost reimbursement basis as if such $20,000 was not deducted from mutually agreed by the Parties. (e) For a reasonable time after the Closing Date Working Capital Payment) in lieu of and in full satisfaction addition to the services contemplated by the GPU Services Agreement, Buyer and Sellers agree to provide services to each other as reasonably required to the extent necessary to ensure the continuity of support for both TMI-1 and Sellers' other nuclear facilities and the Stockholders’ obligation orderly completion of projects or other work in progress that would be adversely affected if those services were interrupted. Such support by one Party to pay the Audit Reimbursementother will not be unreasonably withheld, provided that requests for such support are made in a timely manner. The Party providing the requested support will be reimbursed for all reasonable costs thereof in accordance with established accounting procedures or on an alternative cost reimbursement basis as mutually agreed by the Parties.

Further Assurances; Cooperation. (a) Upon the terms and subject to the conditions herein provided, each of the Parties agrees to use its commercially reasonable efforts to take The Borrower shall promptly perform or cause to be taken performed any and all actions, acts and to do execute or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions contemplated hereby, including, without limiting the generality of the foregoing, assistance confirming certain financial information executed any and all material Contracts of the Company within seven days of the date hereof documents (including UCC financing statements and UCC continuation statements): (i) as may be are reasonably requested by a Party hereto. In furtherance and not in limitation the Common Security Trustee for filing under the provisions of the covenants UCC or any other Government Rule that are necessary or reasonably advisable to maintain in favor of the Common Security Trustee, for the benefit of the Secured Parties, Liens on the Collateral that are duly perfected in accordance with all applicable Government Rules for the purposes of perfecting the first priority Lien (subject to Permitted Liens) created, or purported to be created, in favor of the Common Security Trustee or the Secured Parties contained under this Agreement or any other Financing Documents; (ii) as are reasonably requested by the Common Security Trustee for the purposes of ensuring the validity, enforceability and legality of this Agreement or any other Financing Document and the rights of the Secured Parties hereunder or thereunder; (iii) as are reasonably requested by the Common Security Trustee for the purposes of enabling or facilitating the proper exercise of the rights and powers granted to the Secured Parties under this Agreement or any other Financing Document; or The Borrower shall engage KPMG LLP (or such other independent certified public accountants of recognized national standing) as auditors to audit annual financial statements. Prior to the making of each Restricted Payment and, in this Sectionany event, no later than six (6) months following the Project Completion Date, if any administrative or judicial action or proceeding, including any proceeding by a third party, is instituted (or threatened Senior Debt Instrument in effect at such time requires deposits to be instituted) challenging any of the Transactions contemplated hereby, each of the Purchasermade into a Debt Service Reserve Account, the Company Borrower shall have deposited in the Senior Debt Facilities Debt Service Reserve Account an amount equal to the Required Debt Service Reserve Amount or, solely in the case of Sponsor Case Restricted Payments prior to the Project Completion Date, the Sponsor Case Required Debt Service Amount (as defined in the Accounts Agreement). 8.01 10 (iv) as are reasonably requested by the Common Security Trustee to carry out the intent of, and transactions contemplated by, this Agreement and the Stockholders will cooperate in all respects with each other and use his, her or its respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of any of the Transactions contemplated hereby; provided, however, that no Party is required to make any payment to any Person (other than its Representatives) in connection with the foregoingFinancing Documents. (b) Prior The Borrower will cooperate with and provide all necessary information available to it on a timely basis to the Closing Date, Consultants so that the Company and the Stockholders will use their commercially reasonable efforts to (i) have Xxxxx Xxxxxx execute Consultants may complete and deliver to Purchaser a non-competition and non-solicitation agreement, containing restrictions reasonably satisfactory to Purchaser and otherwise containing Purchaser’s customary terms and conditions, and (ii) have other employees of the Company identified by Purchaser on or before the Closing Date, execute and deliver to Purchaser a confidentiality and assignment of inventions agreement containing Purchaser’s customary terms and conditionsreports as required herein. (c) The Stockholders shall, at Purchaser’s reasonable request and without charge to Purchaser, assist the Company and the Purchaser with the preparation and completion of audited and reviewed financial statements and related footnotes for the Company (the “Required Financials”) for all relevant quarterly and year-to-date periods, to be completed no later than 68 calendar days after the Closing. The Stockholders shall assist Purchaser and the Company free of charge, will pay for up to $20,000 of expenses (the “Audit Reimbursement”) incurred by the Company in connection with the preparation of the Required Financials, and will make themselves reasonably available after Closing to adequately respond to and address all comments and questions from Purchaser’s auditors regarding the Required Financials, the Company and its business. Notwithstanding the foregoing, the Stockholders may elect, by notice to Purchaser at Closing, to deduct $20,000 from the Closing Date Working Capital Payment (provided, for avoidance of doubt, the Company Working Capital calculations in Section 1.2 shall be calculated as if such $20,000 was not deducted from the Closing Date Working Capital Payment) in lieu of and in full satisfaction of the Stockholders’ obligation to pay the Audit Reimbursement.

Further Assurances; Cooperation. (a) Upon Subject to the terms and subject to the conditions herein providedof this Agreement, each of the Parties agrees hereto will use Commercially Reasonable Efforts to use its commercially reasonable efforts to take take, or cause to be taken taken, all actionsaction, and to do 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, in effective the most expeditious manner practicable, the Transactions contemplated hereby, including, without limiting the generality sale of the foregoingPurchased Assets pursuant to this Agreement, assistance confirming certain financial information and all material Contracts including without limitation using Commercially Reasonable Efforts to ensure satisfaction of the Company within seven days of the date hereof as may be reasonably requested by a Party heretoconditions precedent to each Party's obligations hereunder. In furtherance and not in limitation of the covenants Neither of the Parties contained in hereto will take or fail to take any action which would reasonably be expected to prevent or materially impede, interfere with or delay the transactions contemplated by this Section, if any administrative or judicial action or proceeding, including any proceeding by a third party, is instituted (or threatened to be instituted) challenging any of the Transactions contemplated hereby, each of the Purchaser, the Company and the Stockholders will cooperate in all respects with each other and use his, her or its respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of any of the Transactions contemplated hereby; provided, however, that no Party is required to make any payment to any Person (other than its Representatives) in connection with the foregoingAgreement. (b) Prior From time to time after the Closing Date, the Company and the Stockholders will use their commercially reasonable efforts to (i) have Xxxxx Xxxxxx execute and deliver to Purchaser a non-competition and non-solicitation agreementwithout further consideration, containing restrictions reasonably satisfactory to Purchaser and otherwise containing Purchaser’s customary terms and conditionsSeller will, and (ii) have other employees of the Company identified by Purchaser on or before the Closing Dateat Buyer's expense, execute and deliver to Purchaser a confidentiality Buyer such documents as Buyer may reasonably request in order to more effectively consummate the sale and assignment purchase of inventions agreement containing Purchaser’s customary terms the Purchased Assets or to more effectively vest in Buyer good and conditionsmarketable title to the Purchased Assets subject to the Permitted Encumbrances. From time to time after the Closing Date, without further consideration, Buyer will, at Seller's expense, execute and deliver to Seller such documents as Seller may reasonably request in order to evidence Buyer's assumption of the Assumed Liabilities and Obligations. (c) The Stockholders To the extent that Seller's rights under any Contract may not be assigned without the consent of another Person which consent has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use Commercially Reasonable Efforts to obtain any such required consent as promptly as possible. Seller and Buyer agree that if any consent to an assignment of any Contract shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer's rights and obligations under the applicable Contract so that Buyer would not in effect acquire the benefit of all such rights and obligations, Seller, to the maximum extent permitted by law and such Contract, shall after the Closing appoint Buyer to be Seller's representative and agent with respect to such Contract, and Seller shall, at Purchaser’s to the maximum extent permitted by law and such Contract, enter into such reasonable request and without charge arrangements with Buyer as are necessary to Purchaser, assist the Company and the Purchaser provide Buyer with the preparation benefits and completion obligations of audited such Contract. Seller and reviewed financial statements Buyer shall cooperate and related footnotes for the Company (the “Required Financials”) for all relevant quarterly and year-to-date periods, to be completed no later than 68 calendar days shall each use Commercially Reasonable Efforts after the Closing. The Stockholders shall assist Purchaser and the Company free of charge, will pay for up to $20,000 of expenses (the “Audit Reimbursement”) incurred by the Company in connection with the preparation of the Required Financials, and will make themselves reasonably available after Closing to adequately respond obtain an assignment of such Contract to and address all comments and questions from Purchaser’s auditors regarding the Required Financials, the Company and its business. Notwithstanding the foregoing, the Stockholders may elect, by notice to Purchaser at Closing, to deduct $20,000 from the Closing Date Working Capital Payment (provided, for avoidance of doubt, the Company Working Capital calculations in Section 1.2 shall be calculated as if such $20,000 was not deducted from the Closing Date Working Capital Payment) in lieu of and in full satisfaction of the Stockholders’ obligation to pay the Audit ReimbursementBuyer.

Further Assurances; Cooperation. (a) Upon Subject to the terms and subject to the conditions herein providedof this Agreement, each of the Parties agrees hereto will use Commercially Reasonable Efforts to use its commercially reasonable efforts to take take, or cause to be taken taken, all actionsaction, and to do 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 effectiveeffective the sale of the Purchased Assets pursuant to this Agreement, including without limitation using Commercially Reasonable Efforts to ensure satisfaction of the conditions precedent to each Party's obligations hereunder. Notwithstanding anything in the most expeditious manner practicableprevious sentence to the contrary, Seller, CUP and Buyer shall use Commercially Reasonable Efforts to obtain all Permits and Environmental Permits necessary for Buyer to acquire and operate the Transactions contemplated hereby, including, without limiting the generality of the foregoing, assistance confirming certain financial information and all material Contracts of the Company within seven days of the date hereof as may be reasonably requested by a Party heretoBusiness. In furtherance and not in limitation of the covenants Neither of the Parties contained in this Sectionhereto will, if any administrative or judicial action or proceeding, including any proceeding by a third party, is instituted (or threatened to be instituted) challenging any without the prior written consent of the Transactions other Party, take or fail to take any action, which would reasonably be expected to prevent or materially impede, interfere with or delay the transactions contemplated hereby, each of the Purchaser, the Company and the Stockholders will cooperate in all respects with each other and use his, her or its respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of any of the Transactions contemplated hereby; provided, however, that no Party is required to make any payment to any Person (other than its Representatives) in connection with the foregoingby this Agreement. (b) Prior From time to time after the Closing Date, without further consideration, Seller will, at its own expense, execute and deliver such documents to Buyer as Buyer may reasonably request in order to more effectively consummate the Company sale and purchase of the Stockholders will use their commercially reasonable efforts Purchased Assets or to more effectively vest in Buyer good and marketable title to the Purchased Assets subject to the Permitted Encumbrances. From time to time after the Closing Date, without further consideration, Buyer will, at its own expense, execute and deliver such documents to Seller as Seller may reasonably request in order to evidence Buyer's assumption of the Assumed Liabilities and Obligations. (c) Notwithstanding anything to the contrary in this Agreement, to the extent that (i) have Xxxxx Xxxxxx execute and deliver any Seller's Agreement (other than the Real Property Leases) is not capable of being assigned to Purchaser Buyer in connection with the Closing without the consent or waiver of a non-competition and non-solicitation agreement, containing restrictions reasonably satisfactory to Purchaser and otherwise containing Purchaser’s customary terms and conditions, and third Person (iiincluding without limitation a Governmental Entity) have other employees of the Company identified by Purchaser which has not been obtained on or before the Closing Date, execute or (ii) any of the transactions contemplated by this Agreement constituted or would constitute a breach of any Seller's Agreement (other than the Real Property Leases) or a violation of any law or order or other governmental edict, Seller will be deemed not to have transferred, and deliver will not be obligated to Purchaser a confidentiality transfer to Buyer any direct or indirect right, title or interest in or to any such Seller's Agreement (other than the Real Property Leases) without first having obtained all necessary consents and assignment waivers. Seller will use reasonable efforts to obtain such consents and waivers as may be necessary to cure such potential breach or violation; provided, however, but without affecting Seller's obligations under Section 8.2, Seller will not be obligated to pay any consideration therefor to the party from whom the consent or waiver is requested. Buyer agrees that neither Seller nor any of inventions agreement containing Purchaser’s customary terms and conditions. (c) The Stockholders shall, at Purchaser’s reasonable request and without charge its Affiliates will have any liability whatsoever arising out of or relating to Purchaser, assist the Company and the Purchaser with the preparation and completion of audited and reviewed financial statements and related footnotes for the Company (the “Required Financials”) for all relevant quarterly and year-to-date periods, failure to obtain any consents or waivers that may have been or may be completed no later than 68 calendar days after the Closing. The Stockholders shall assist Purchaser and the Company free of charge, will pay for up to $20,000 of expenses (the “Audit Reimbursement”) incurred by the Company required in connection with the preparation transactions contemplated by this Agreement or because of a breach of, default under or termination of any Seller's Agreement as a result thereof, except in connection with a breach of the Required Financialsrepresentation in Section 4.17(c). (d) To the extent that the consents and waivers referred to in the immediately preceding paragraph are not obtained, or until the breaches or violations referred to in the immediately preceding paragraph are not obtained, or until the breaches or violations referred to in the immediately preceding paragraph are resolved, Seller will use reasonable efforts, with reasonable costs of Seller and its Affiliates related thereto to be promptly reimbursed by Buyer, to (i) provide to Purchaser, at its request, the benefits of any such Seller's Agreement, (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to Buyer, without incurring any financial obligation to Seller or any of its Affiliates, and (iii) enforce, at the request and for the account of Buyer, any rights of Seller arising from any such Seller's Agreement against the other party or parties to such Seller's Agreement (including the right to elect to terminate in accordance with the terms thereof upon the advice of Buyer). Notwithstanding any provision to the contrary contained herein, Buyer will make themselves reasonably available after Closing to adequately respond to perform or pay for the benefit of the other party or parties thereto the obligations of Seller under or in connection with any such Seller's Agreement and address all comments will indemnify and questions from Purchaser’s auditors regarding the Required Financials, the Company hold Seller and its businessAffiliates harmless from any Indemnifiable Losses relating to, resulting from or arising out of any failure by Buyer so to perform or pay. Notwithstanding Buyer will comply with all reasonable requests of Seller for cooperation in connection with the foregoing, the Stockholders may elect, by notice to Purchaser at Closing, to deduct $20,000 from the Closing Date Working Capital Payment performance of Seller's obligations under Sections 6.4(c) or (provided, for avoidance of doubt, the Company Working Capital calculations in Section 1.2 shall be calculated as if such $20,000 was not deducted from the Closing Date Working Capital Payment) in lieu of and in full satisfaction of the Stockholders’ obligation to pay the Audit Reimbursementd).

Further Assurances; Cooperation. (a) Upon Subject to the terms and subject to the conditions herein providedof this Agreement, each of the Parties agrees hereto will use Commercially Reasonable Efforts to use its commercially reasonable efforts to take take, or cause to be taken taken, all actionsaction, and to do 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, in effective the most expeditious manner practicable, the Transactions contemplated hereby, including, without limiting the generality sale of the foregoingPurchased Assets pursuant to this Agreement, assistance confirming certain financial information and all material Contracts including without limitation using Commercially Reasonable Efforts to ensure satisfaction of the Company within seven days of the date hereof as may be reasonably requested by a Party heretoconditions precedent to each Party's obligations hereunder. In furtherance and not in limitation of the covenants Neither of the Parties contained in hereto will take or fail to take any action which would reasonably be expected to prevent or materially impede, interfere with or delay the transactions contemplated by this Section, if any administrative or judicial action or proceeding, including any proceeding by a third party, is instituted (or threatened to be instituted) challenging any of the Transactions contemplated hereby, each of the Purchaser, the Company and the Stockholders will cooperate in all respects with each other and use his, her or its respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of any of the Transactions contemplated hereby; provided, however, that no Party is required to make any payment to any Person (other than its Representatives) in connection with the foregoingAgreement. (b) Prior From time to time after the Closing Date, the Company and the Stockholders will use their commercially reasonable efforts to (i) have Xxxxx Xxxxxx execute and deliver to Purchaser a non-competition and non-solicitation agreementwithout further consideration, containing restrictions reasonably satisfactory to Purchaser and otherwise containing Purchaser’s customary terms and conditionsSeller will, and (ii) have other employees of the Company identified by Purchaser on or before the Closing Dateat Buyer's expense, execute and deliver to Purchaser a confidentiality Buyer such documents as Buyer may reasonably request in order to more effectively consummate the sale and assignment purchase of inventions agreement containing Purchaser’s customary terms the Purchased Assets or to more effectively vest in Buyer good and conditionsmarketable title to the Purchased Assets subject to the Permitted Encumbrances. From time to time after the Closing Date, without further consideration, Buyer will, at Seller's expense, execute and deliver to Seller such documents as Seller may reasonably request in order to evidence Buyer's assumption of the Assumed Liabilities and Obligations. (c) The Stockholders To the extent that Seller's rights under any Seller's Agreement may not be assigned without the consent of another Person which consent has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use Commercially Reasonable Efforts to obtain any such required consent as promptly as possible. Seller and Buyer agree that if any consent to an assignment of any Seller's Agreement shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer's rights and obligations under the applicable Seller's Agreement so that Buyer would not in effect acquire the benefit of all such rights and obligations, Seller, to the maximum extent permitted by law and such Seller's Agreement, shall after the Closing appoint Buyer to be Seller's representative and agent with respect to such Seller's Agreement, and Seller shall, at Purchaser’s to the maximum extent permitted by law and such Seller's Agreement, enter into such reasonable request and without charge arrangements with Buyer as are necessary to Purchaser, assist the Company and the Purchaser provide Buyer with the preparation benefits and completion obligations of audited such Seller's Agreement. Seller and reviewed financial statements Buyer shall cooperate and related footnotes for the Company (the “Required Financials”) for all relevant quarterly and year-to-date periods, to be completed no later than 68 calendar days shall each use Commercially Reasonable Efforts after the Closing. The Stockholders shall assist Purchaser and the Company free of charge, will pay for up to $20,000 of expenses (the “Audit Reimbursement”) incurred by the Company in connection with the preparation of the Required Financials, and will make themselves reasonably available after Closing to adequately respond obtain an assignment of such Seller's Agreement to and address all comments and questions from Purchaser’s auditors regarding the Required Financials, the Company and its business. Notwithstanding the foregoing, the Stockholders may elect, by notice to Purchaser at Closing, to deduct $20,000 from the Closing Date Working Capital Payment (provided, for avoidance of doubt, the Company Working Capital calculations in Section 1.2 shall be calculated as if such $20,000 was not deducted from the Closing Date Working Capital Payment) in lieu of and in full satisfaction of the Stockholders’ obligation to pay the Audit ReimbursementBuyer.