Common use of Mutual Covenants of the Parties Clause in Contracts

Mutual Covenants of the Parties. The Parties hereto agree that: (a) Subject to the terms and conditions of this Agreement, each Party will use commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. In connection with, and without limiting the foregoing, each Party will (i) use commercially reasonable efforts to take all action necessary to render true and correct as of the Closing Date its representations and warranties contained in this Agreement, (ii) refrain from taking any action that would render any such representation or warranty untrue or incorrect as of such time, (iii) perform or cause to be satisfied each agreement, covenant or condition to be performed or satisfied by it and (iv) use commercially reasonable efforts to satisfy the other Party's conditions to closing as set forth in Section 6.2 with respect to Modavox and in Section 6.1 with respect to Kino. Kino and Modavox will each furnish to one another and to one another's counsel all such information as may be required to accomplish the foregoing actions. (b) After signing this Agreement, Kino will give Modavox and any Representatives full access, during normal business hours, to all of the properties, books, contracts, commitments and records relating to such Company, provided that such access will not unreasonably interfere with the normal operations of Kino. Further, Kino will furnish to Modavox and its officers, directors, employees, agents and/or representatives (collectively, the "Representatives") all such information concerning such Company as Modavox may reasonably request; provided, however, that any furnishing of such information pursuant hereto or any investigation by Modavox will not affect Modavox's right to rely on the representations, warranties, agreements and covenants made by Kino in this Agreement. (c) Each Party will cooperate with one another (i) in connection with the preparation of any disclosure document filed after the date hereof pursuant to the Securities Act or any state securities law (each a "Disclosure Document"), (ii) in determining whether any other action by or in respect of, or filing with, any governmental entity or any department, agency or political subdivision thereof, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts in connection with the consummation of the transactions contemplated by this Agreement and (iii) in timely seeking to obtain any such actions, consents, approvals or waivers and timely making any such filings, and furnishing information required in connection therewith and/or with any Disclosure Document. (d) Kino, on the one hand, and Modavox, on the other hand, will promptly notify the other of: (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any governmental entity or any department, agency or political subdivision thereof in connection with the transactions contemplated by this Agreement; (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting Kino, on the one hand, or Modavox, on the other hand, which relate to the consummation of the transactions contemplated by this Agreement; and (iv) any action, event or occurrence that would constitute a breach of any representation, warranty, covenant or agreement of such Person set forth in this Agreement. (e) This Agreement is intended to constitute a "plan of reorganization" within the meaning of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto will use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under the provisions of Section 368(a) of the Code. Following the Effective Time, neither Modavox nor any of its affiliates will knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under Section 368(a) of the Code.

Mutual Covenants of the Parties. The Parties hereto agree that: (ai) Subject At any time subsequent to the terms and conditions date of this Agreement, each Party of the parties hereto will use commercially its reasonable best efforts in good faith to take, or cause to be taken, all action action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. In connection with, and without limiting . (ii) At any time subsequent to the foregoing, each Party will (i) use commercially reasonable efforts to take all action necessary to render true and correct as date of the Closing Date its representations and warranties contained in this Agreement, (ii) refrain from taking each of Pall and Vitex will not knowingly or intentionally take, or voluntarily omit to take, any action that would render which will result in a breach of any representation, warranty or covenant by such representation or warranty untrue or incorrect as of such time, (iii) perform or cause to be satisfied each agreement, covenant or condition to be performed or satisfied by it and (iv) use commercially reasonable efforts to satisfy the other Party's conditions to closing as set forth in Section 6.2 with respect to Modavox and in Section 6.1 with respect to Kino. Kino and Modavox will each furnish to one another and to one another's counsel all such information as may be required to accomplish the foregoing actions. (b) After signing this Agreement, Kino will give Modavox and any Representatives full access, during normal business hours, to all of the properties, books, contracts, commitments and records relating to such Company, provided that such access will not unreasonably interfere with the normal operations of Kino. Further, Kino will furnish to Modavox and its officers, directors, employees, agents and/or representatives (collectively, the "Representatives") all such information concerning such Company as Modavox may reasonably request; provided, however, that any furnishing of such information pursuant hereto or any investigation by Modavox will not affect Modavox's right to rely on the representations, warranties, agreements and covenants made by Kino party in this Agreement. (ciii) Each Party will cooperate with one another (i) in connection with the preparation of any disclosure document filed after At all times subsequent to the date hereof pursuant to the Securities Act or any state securities law (each a "Disclosure Document")of this Agreement, (ii) in determining whether any other action by or in respect of, or filing with, any governmental entity or any department, agency or political subdivision thereof, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts in connection with the consummation of the transactions contemplated by this Agreement Vitex will permit Pall and (iii) in timely seeking to obtain any such actions, consents, approvals or waivers its representatives and timely making any such filingsPall will permit Vitex, and furnishing its representatives, reasonable access to each of their respective records, materials, information required in connection therewith and/or with any Disclosure Document. (d) Kinoand data, on the one hand, and Modavox, on the other hand, will promptly notify the other of: (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement; (ii) , excluding any notice or other communication from any governmental entity or any department, agency or political subdivision thereof in connection with such materials containing confidential information not related to the transactions contemplated by this Agreement; (iii) any actions. Vitex shall, suitsin particular, claimsxxxxx Xxxx and its representatives, investigations or proceedings commenced oraccess to such records, materials, information and data as necessary to the best of satisfactorily complete its knowledge threatened againsttechnical, relating to or involving or otherwise affecting Kino, on the one hand, or Modavox, on the other hand, which relate to the consummation of the transactions contemplated by this Agreement; andbusiness and legal due diligence. (iv) During the term of this Agreement, each of the parties hereto agrees that it shall not, without the prior written consent of the other, directly or indirectly, own, manage, operate, finance, join, control, or participate in the ownership, management, operation, financing or control of, or be connected as a partner or otherwise with, any actionother business which (A) directly or indirectly competes with the provision, event distribution, marketing or occurrence that would constitute a breach sale of any representationthe Systems (the "Business"), warrantyexcept, covenant or agreement of such Person with respect to Pall, as set forth in this Agreement. Section 2.01 and Exhibit C, or (eB) This Agreement is intended to constitute a "plan of reorganization" within the meaning solicits any customers or clients of the income tax regulations promulgated under Business in connection with the CodeSystems. From In the event that the provisions of this Section 14.10(a)(iv) should ever be deemed to exceed the time, geographic or product limitations or any other limitations permitted by applicable laws, then such provisions shall be deemed reformed to the maximum extent required by applicable laws. Each of the parties acknowledges, however, that this Section 14.10(a)(iv) has been negotiated by the parties and after that the date time, geographic and product limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to this Agreement and until the Effective Time, each party hereto will use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying transactions contemplated hereby. Any violation of this Section 14.10(a)(iv) shall constitute a Material Default (as a reorganization under the provisions of defined in Section 368(a13.03(a) of the Code. Following the Effective Time, neither Modavox nor any of its affiliates will knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under Section 368(a) of the Codethis Agreement).

Mutual Covenants of the Parties. The Parties hereto agree that:Relating to the Arrangement (a) Subject to the terms it shall, and conditions of this Agreementshall cause its subsidiaries to, each Party will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable laws Laws to complete the Arrangement, including using its commercially reasonable efforts to promptly: (i) obtain all Key Consents and regulations Approvals; (ii) obtain all other necessary waivers, consents and approvals required to consummate be obtained by it or any of its subsidiaries from parties to the Alexco Material Contracts; (iii) obtain all necessary any material Permits (including Regulatory Approvals) required to be obtained by it or any of its subsidiaries under applicable Laws; (iv) fulfill all conditions and satisfy all provisions of this Agreement and the Arrangement required to be satisfied by it; (v) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement; (vi) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement; and (vii) co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder; (b) it shall not take any action, shall refrain from taking any action, and shall not permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to materially impede or materially delay the consummation of Arrangement or the other transactions contemplated by this Agreement. In connection with, and without limiting Agreement or the foregoing, each Party will Arrangement; (ic) it shall use commercially reasonable efforts to take all action necessary to render true and correct as of the Closing Date its representations and warranties contained in this Agreement, (ii) refrain from taking any action that would render any such representation or warranty untrue or incorrect as of such time, (iii) perform or cause to be satisfied each agreement, covenant or condition to be performed or satisfied by it and (iv) use commercially reasonable efforts to satisfy the other Party's conditions to closing as set forth in Section 6.2 with respect to Modavox and in Section 6.1 with respect to Kino. Kino and Modavox will each furnish to one another and to one another's counsel all such information as may be required to accomplish the foregoing actions. (b) After signing this Agreement, Kino will give Modavox and any Representatives full access, during normal business hours, to all of the properties, books, contracts, commitments and records relating to such Company, provided that such access will not unreasonably interfere with the normal operations of Kino. Further, Kino will furnish to Modavox and its officers, directors, employees, agents and/or representatives (collectively, the "Representatives") all such information concerning such Company as Modavox may reasonably request; provided, however, that any furnishing of such information pursuant hereto or any investigation by Modavox will not affect Modavox's right to rely on the representations, warranties, agreements and covenants made by Kino in this Agreement. (c) Each Party will cooperate with one another to: (i) in connection with the preparation of any disclosure document filed after the date hereof pursuant to the Securities Act defend all lawsuits or other legal, regulatory or other proceedings against itself or any state securities law (each a "Disclosure Document"), (ii) in determining whether any other action by of its subsidiaries challenging or in respect of, affecting this Agreement or filing with, any governmental entity or any department, agency or political subdivision thereof, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts in connection with the consummation of the transactions contemplated by this Agreement hereby; (ii) appeal, overturn or have lifted or rescinded any injunction or restraining order or other order, including Orders, relating to itself or any of its subsidiaries which may materially adversely affect the ability of the Parties to consummate the Arrangement; and (iii) appeal or overturn or otherwise have lifted or rendered non-applicable in timely seeking to obtain respect of the Arrangement, any such actions, consents, approvals Law that makes consummation of the Arrangement illegal or waivers and timely making any such filings, and furnishing information required in connection therewith and/or with any Disclosure Document.otherwise prohibits or enjoins Alexco or Hecla from consummating the Arrangement; (d) Kino, it shall carry out the terms of the Interim Order and Final Order applicable to it and use commercially reasonable efforts to comply promptly with all requirements which applicable Laws may impose on it or its subsidiaries or affiliates with respect to the one hand, and Modavox, on the other hand, will transactions contemplated hereby; and (e) promptly notify the other Party of: (i) any notice or other communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this AgreementArrangement (and the response thereto from such Party, its subsidiaries or its Representatives); (ii) any notice or other material communication from any governmental entity or any department, agency or political subdivision thereof Governmental Entity in connection with the transactions contemplated by this Agreement;Arrangement (and the response thereto from such Party, its subsidiaries or its Representatives); and (iii) any actions, suits, claims, investigations litigation threatened or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving against or otherwise affecting Kino, on the one hand, such Party or Modavox, on the other hand, which relate to the consummation of the transactions contemplated by this Agreement; and (iv) any action, event or occurrence that would constitute a breach of any representation, warranty, covenant or agreement of such Person set forth in this Agreement. (e) This Agreement is intended to constitute a "plan of reorganization" within the meaning of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto will use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under the provisions of Section 368(a) of the Code. Following the Effective Time, neither Modavox nor any of its affiliates will knowingly take any action, cause any action subsidiaries that is related to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under Section 368(a) of the CodeArrangement.

Mutual Covenants of the Parties. The Parties hereto agree that: (a) Subject subject to the terms and conditions of this Agreement, each Party will use commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated by this AgreementAgreement (including the filing of any required report forms under the HSR Act). In connection with, and without limiting the foregoing, each Party will shall (ia) use commercially reasonable efforts to take all action necessary to render true and correct as of the Closing Date its representations and warranties contained in this Agreement, (iib) refrain from taking any action that would render any such representation or warranty untrue or incorrect as of such time, (iiic) perform or cause to be satisfied each agreement, covenant or condition to be performed or satisfied by it and (ivd) use commercially reasonable efforts to satisfy the other Party's conditions to closing as set forth in Section 6.2 3.1 with respect to Modavox the Purchaser and in Section 6.1 3.2 with respect to Kinothe Sellers. Kino The Sellers and Modavox will the Purchaser shall each furnish to one another and to one another's counsel all such information as may be required in order to accomplish the foregoing actions.; (b) After signing this Agreement, Kino will give Modavox and any Representatives full access, during normal business hours, to all of the properties, books, contracts, commitments and records relating to such Company, provided that such access will not unreasonably interfere with the normal operations of Kino. Further, Kino will furnish to Modavox and its officers, directors, employees, agents and/or representatives (collectively, the "Representatives") all such information concerning such Company as Modavox may reasonably request; provided, however, that any furnishing of such information pursuant hereto or any investigation by Modavox will not affect Modavox's right to rely on the representations, warranties, agreements and covenants made by Kino in this Agreement. (c) Each each Party will shall cooperate with one another (i) in connection with the preparation of any disclosure document filed after the date hereof pursuant to the Securities Act, the Exchange Act or any state securities law (each a "Disclosure Document"), (ii) in determining whether any other action by or in respect of, or filing with, any governmental entity or any department, agency or political subdivision thereofthereof (including in connection with the HSR Act), or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts in connection with the consummation of the transactions contemplated by this Agreement and (iii) in timely seeking to obtain any such actions, consents, approvals or waivers and timely making any such filings, and furnishing information required in connection therewith and/or with any Disclosure Document.; and (dc) Kinothe Seller, on the one hand, and Modavoxthe Purchaser, on the other hand, will shall promptly notify the other of: (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any governmental entity or any department, agency or political subdivision thereof in connection with the transactions contemplated by this Agreement; (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting Kinothe Sellers, on the one hand, or Modavoxthe Purchaser, on the other hand, which relate to the consummation of the transactions contemplated by this Agreement; and (iv) any action, event or occurrence that would constitute a breach of any representation, warranty, covenant or agreement of such Person set forth in this Agreement. (e) This Agreement is intended to constitute a "plan of reorganization" within the meaning of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto will use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under the provisions of Section 368(a) of the Code. Following the Effective Time, neither Modavox nor any of its affiliates will knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under Section 368(a) of the Code.

Mutual Covenants of the Parties. The Parties hereto agree ------------------------------- that: (a) Subject subject to the terms and conditions of this Agreement, each Party will use commercially its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. In connection with, and without limiting the foregoing, each Party will shall (ia) use commercially its reasonable best efforts to take all action necessary to render true and correct in all material respects as of the Closing Date its representations and warranties contained in this Agreement, (iib) refrain from taking any action that would render any such representation or warranty untrue or incorrect in any material respect as of such time, (iiic) perform or cause to be satisfied each agreement, covenant or condition to be performed or satisfied by it in all material respects and (ivd) use commercially its reasonable best efforts to satisfy the other Party's conditions to closing as set forth in Section 6.2 3.1 with respect ----------- to the Purchaser and in Section 3.2 with respect to Modavox the Seller. The Seller and in Section 6.1 with respect to Kino. Kino and Modavox will ----------- the Purchaser shall each furnish to one another and to one another's counsel all such information as may be required in order to accomplish the foregoing actions.; (b) After signing this Agreement, Kino will give Modavox and any Representatives full access, during normal business hours, to all of the properties, books, contracts, commitments and records relating to such Company, provided that such access will not unreasonably interfere with the normal operations of Kino. Further, Kino will furnish to Modavox and its officers, directors, employees, agents and/or representatives (collectively, the "Representatives") all such information concerning such Company as Modavox may reasonably request; provided, however, that any furnishing of such information pursuant hereto or any investigation by Modavox will not affect Modavox's right to rely on the representations, warranties, agreements and covenants made by Kino in this Agreement. (c) Each each Party will shall cooperate with one another to the extent required by applicable law as determined in good faith after consultation with counsel whose views on the subject shall not be unreasonable: (i) in connection with the preparation of a proxy statement and any other disclosure document specifically related to the transactions contemplated by this Agreement and filed after the date hereof pursuant to the Securities Act, the Exchange Act or any state securities law (each collectively, a "Disclosure Document"), and the ------------------- filing with and the clearing by the SEC of a Disclosure Document; (ii) in determining whether any other action by or in respect of, or filing with, any governmental entity or any department, agency or political subdivision thereofthereof (including in connection with the HSR Act), or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts in connection with the consummation of the transactions contemplated by this Agreement Agreement; and (iii) in timely seeking to obtain any such actions, consents, approvals or waivers and or timely making any such filings, and or furnishing information required in connection therewith and/or or with any other Disclosure Document.; (dc) Kinothe Seller, on the one hand, and Modavoxthe Purchaser, on the other hand, will shall promptly notify the other of: (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any governmental entity or any department, agency or political subdivision thereof in connection with the transactions contemplated by this Agreement; (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened in writing against, relating to or involving or otherwise affecting Kinothe Seller or any Acquired Company, on the one hand, or Modavoxthe Purchaser, on the other hand, which relate to the consummation of the transactions contemplated by this Agreement; and (iv) any action, event or occurrence that would constitute a breach of any representation, warranty, covenant or agreement of such Person set forth in this Agreement. (ed) This Agreement is intended to constitute a "plan of reorganization" within the meaning of extent required by applicable law as determined in good faith after consultation with counsel whose views on the income tax regulations promulgated under the Code. From and after subject shall not be unreasonable, as soon as practicable following the date of this Agreement Agreement, the Seller shall prepare and until file with the Effective Time, each party hereto will SEC any required Disclosure Document and the Seller shall use its best efforts to have any required Disclosure Document approved by the SEC for distribution to the Seller's stockholders. The Seller shall use its reasonable best efforts to cause any required Disclosure Document to be mailed to its stockholders as promptly as practicable after all unresolved disclosure issues have been resolved to the Merger reasonable satisfaction of the Seller and the SEC has indicated it has no further comments concerning any Disclosure Document. No filing of, or amendment or supplement to, any required Disclosure Document will be made by the Seller without providing the Purchaser the reasonable opportunity to qualifyreview and comment thereon. The Seller shall advise the Purchaser promptly after receiving notice thereof, of the time when the SEC has indicated it has no further comments concerning any required Disclosure Document. If at any time prior to the Closing, any information relating to the Seller, any Acquired Company or the Purchaser, or any of their respective Affiliates, officers or directors, should be discovered by the Seller or the Purchaser which should be set forth in an amendment or supplement to any required Disclosure Document, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact required or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Seller with the SEC and, to the extent required by law, disseminated by the Seller to the stockholders of the Seller; and (e) the Seller, on the one hand, and will not knowingly take any actionthe Purchaser, cause any action on the other hand, shall use their reasonable best efforts to be takennegotiate and agree to the Annexes to the Transition Services Agreement, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent including the Merger from qualifying as a reorganization under the provisions of Section 368(a) fully burdened cost of the Code. Following services set forth therein (which shall be the Effective Timeprice charged to Horizant (as defined therein)) pursuant to such agreement, neither Modavox nor any of its affiliates will knowingly take any action, cause any action to provided that no services -------- shall be taken, fail to take any action or cause any action to fail to set forth therein unless such services can be taken, which action or failure to act could cause performed solely with the Merger to fail to qualify as a reorganization under Section 368(a) of assets comprising the CodeAcquired Business.

Mutual Covenants of the Parties. The Relating to the Arrangement Each of the Parties hereto agree covenants and agrees that: (a) Subject , other than in connection with Section 6.2(d), subject to the terms and conditions of this Agreement, each Party will during that period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: (a) it shall use its commercially reasonable efforts to, and shall cause its Subsidiaries to use all commercially reasonable efforts to, satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable laws and regulations Laws to consummate complete the transactions contemplated by this Agreement. In connection withArrangement, and without limiting the foregoing, each Party will (i) use including using its commercially reasonable efforts to take promptly: (i) obtain all action necessary waivers, consents and approvals required to render true and correct be obtained by it from parties to TransGlobe Material Contracts or VAALCO Material Contracts, as of the Closing Date its representations and warranties contained in this Agreement, case may be; (ii) refrain from taking any action that would render any such representation or warranty untrue or incorrect obtain all necessary and material Authorizations as of such time, (iii) perform or cause to be satisfied each agreement, covenant or condition to be performed or satisfied by it and (iv) use commercially reasonable efforts to satisfy the other Party's conditions to closing as set forth in Section 6.2 with respect to Modavox and in Section 6.1 with respect to Kino. Kino and Modavox will each furnish to one another and to one another's counsel all such information as may be required to accomplish the foregoing actions. (b) After signing this Agreement, Kino will give Modavox and any Representatives full access, during normal business hours, to all of the properties, books, contracts, commitments and records relating to such Company, provided that such access will not unreasonably interfere with the normal operations of Kino. Further, Kino will furnish to Modavox and its officers, directors, employees, agents and/or representatives (collectively, the "Representatives") all such information concerning such Company as Modavox may reasonably request; provided, however, that any furnishing of such information pursuant hereto or any investigation by Modavox will not affect Modavox's right to rely on the representations, warranties, agreements and covenants made by Kino in this Agreement. (c) Each Party will cooperate with one another (i) in connection with the preparation of any disclosure document filed after the date hereof pursuant to the Securities Act or any state securities law (each a "Disclosure Document"), (ii) in determining whether any other action by or in respect of, or filing with, any governmental entity or any department, agency or political subdivision thereof, or any actions, consents, approvals or waivers are required to be obtained from parties to by it or any material contracts of its Subsidiaries under applicable Laws; (iii) fulfill all conditions and satisfy all provisions of this Agreement and the Arrangement, including delivery of the certificates of their respective officers contemplated by Sections 6.2(a), 6.2(b), 6.2(c), 6.3(a), 6.3(b) and 6.3(c); and (iv) co-operate with the other Party in connection with the performance by it and its Subsidiaries of their obligations hereunder; (b) it shall not take any action, shall refrain from taking any action, and shall not permit any action to be taken or not taken, which would reasonably be expected to, individually or in the aggregate, prevent, materially impede or materially delay the consummation of the Arrangement or the other transactions contemplated herein; (c) it shall use commercially reasonable efforts to: (i) defend all lawsuits or other legal, regulatory or other Proceedings against itself or any of its Subsidiaries challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreement hereby; (ii) appeal, overturn or have lifted or rescinded any injunction or restraining order or other order, including Orders, relating to itself or any of its Subsidiaries which may materially adversely affect the ability of the Parties to consummate the Arrangement; and (iii) appeal or overturn or otherwise have lifted or rendered non- applicable in timely seeking to obtain respect of the Arrangement, any such actionsLaw that makes consummation of the Arrangement illegal or otherwise prohibits or enjoins TransGlobe, consents, approvals VAALCO or waivers and timely making any such filings, and furnishing information required in connection therewith and/or with any Disclosure Document.AcquireCo from consummating the Arrangement; and (d) Kino, it shall carry out the terms of the Interim Order and Final Order applicable to it and use commercially reasonable efforts to comply promptly with all requirements which applicable Laws may impose on the one hand, and Modavox, on the other hand, will promptly notify the other of: (i) any notice it or other communication from any person alleging that the consent of such person is its Subsidiaries or may be required in connection affiliates with respect to the transactions contemplated by this Agreement; (ii) any notice or other communication from any governmental entity or any department, agency or political subdivision thereof in connection with the transactions contemplated by this Agreement; (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting Kino, on the one hand, or Modavox, on the other hand, which relate to the consummation of the transactions contemplated by this Agreement; and (iv) any action, event or occurrence that would constitute a breach of any representation, warranty, covenant or agreement of such Person set forth in this Agreementhereby. (e) This Agreement is intended to constitute a "plan of reorganization" within the meaning of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto will use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under the provisions of Section 368(a) of the Code. Following the Effective Time, neither Modavox nor any of its affiliates will knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under Section 368(a) of the Code.

Mutual Covenants of the Parties. The Relating to the Arrangement Each of the Parties hereto agree covenants and agrees that: (a) Subject , other than in connection with obtaining the Regulatory Approvals, which approvals shall be governed by the provisions of Section 5.7, subject to the terms and conditions of this Agreement, each Party will during that period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: (a) it shall use its commercially reasonable efforts to, and shall cause its Subsidiaries to use all commercially reasonable efforts to, satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or 45 advisable under all applicable laws and regulations Laws to consummate complete the transactions contemplated by this Agreement. In connection withArrangement, and without limiting the foregoing, each Party will (i) use including using its commercially reasonable efforts to take promptly: (i) obtain all action necessary waivers, consents and approvals required to render true and correct be obtained by it from parties to Yamana Material Contracts or Gold Fields Material Contracts, as of the Closing Date its representations and warranties contained in this Agreement, case may be; (ii) refrain from taking any action that would render any such representation or warranty untrue or incorrect obtain all necessary and material Authorizations as of such time, (iii) perform or cause to be satisfied each agreement, covenant or condition to be performed or satisfied by it and (iv) use commercially reasonable efforts to satisfy the other Party's conditions to closing as set forth in Section 6.2 with respect to Modavox and in Section 6.1 with respect to Kino. Kino and Modavox will each furnish to one another and to one another's counsel all such information as may be required to accomplish the foregoing actions. (b) After signing this Agreement, Kino will give Modavox and any Representatives full access, during normal business hours, to all of the properties, books, contracts, commitments and records relating to such Company, provided that such access will not unreasonably interfere with the normal operations of Kino. Further, Kino will furnish to Modavox and its officers, directors, employees, agents and/or representatives (collectively, the "Representatives") all such information concerning such Company as Modavox may reasonably request; provided, however, that any furnishing of such information pursuant hereto or any investigation by Modavox will not affect Modavox's right to rely on the representations, warranties, agreements and covenants made by Kino in this Agreement. (c) Each Party will cooperate with one another (i) in connection with the preparation of any disclosure document filed after the date hereof pursuant to the Securities Act or any state securities law (each a "Disclosure Document"), (ii) in determining whether any other action by or in respect of, or filing with, any governmental entity or any department, agency or political subdivision thereof, or any actions, consents, approvals or waivers are required to be obtained from parties to by it or any material contracts of its Subsidiaries under applicable Laws; (iii) fulfill all conditions and satisfy all provisions of this Agreement and the Arrangement, including delivery of the certificates of their respective officers contemplated by Sections 6.2(a), 6.2(b), 6.2(d), 6.3(a), 6.3(b) and 6.3(c); and (iv) co-operate with the other Party in connection with the performance by it and its Subsidiaries of their obligations hereunder; (b) it shall not take any action, shall refrain from taking any action, and shall not permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to, individually or in the aggregate, prevent, materially impede or materially delay the consummation of the Arrangement or the other transactions contemplated by this Agreement and (iii) in timely seeking herein including, for the avoidance of doubt, the taking of any action or the entering into of any transaction, including any merger, acquisition, joint venture, disposition, lease or contract that would reasonably be expected to obtain prevent, delay or impede the obtaining of, or increase the risk of not obtaining, any such actions, consents, approvals or waivers and timely making any such filings, and furnishing information required in connection therewith and/or with any Disclosure Document. (d) Kino, on the one hand, and Modavox, on the other hand, will promptly notify the other of: (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any governmental entity or any department, agency or political subdivision thereof in connection with the transactions contemplated by this Agreement; (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving Regulatory Approval or otherwise affecting Kinoprevent, on the one hand, delay or Modavox, on the other hand, which relate to impede the consummation of the transactions contemplated by this Agreement; and (ivc) any actionit shall use commercially reasonable efforts to: (i) defend all lawsuits or other legal, event regulatory or occurrence that would constitute a breach of any representation, warranty, covenant other Proceedings against itself or agreement of such Person set forth in this Agreement. (e) This Agreement is intended to constitute a "plan of reorganization" within the meaning of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto will use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under the provisions of Section 368(a) of the Code. Following the Effective Time, neither Modavox nor any of its affiliates will knowingly take any action, cause any action to be taken, fail to take any action Subsidiaries challenging or cause any action to fail to be taken, which action affecting this Agreement or failure to act could cause the Merger to fail to qualify as a reorganization under Section 368(a) consummation of the Codetransactions contemplated hereby; (ii) appeal, overturn or have lifted or rescinded any injunction or restraining order or other order, including Orders, relating to itself or any of its Subsidiaries which may materially adversely affect the ability of the Parties to consummate the Arrangement; and (iii) appeal or overturn or otherwise have lifted or rendered non- applicable in respect of the Arrangement, any Law that makes consummation of the Arrangement illegal or otherwise prohibits or enjoins Yamana or Gold Fields from consummating the Arrangement; and (d) it shall carry out the terms of the Interim Order and Final Order applicable to it and use commercially reasonable efforts to comply promptly with all requirements which applicable Laws may impose on it or its Subsidiaries or affiliates with respect to the transactions contemplated hereby.