Common use of Mutual Covenants Regarding the Arrangement Clause in Contracts

Mutual Covenants Regarding the Arrangement. Subject to the terms and conditions of this Agreement, each Party shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to perform all obligations required to be performed by such Party and its Subsidiaries under this Agreement, cooperate in connection therewith, and use commercially reasonably efforts to take or cause to be taken all actions and to do or cause to be done all things necessary, proper or advisable under applicable law to consummate the Arrangement and the other transactions contemplated by this Agreement as soon as practicable, including: (a) immediately after the execution of this Agreement, or such later time prior to the next opening of markets in New York as is agreed to by EMV and Xos, each issuing a news release announcing the entering into of this Agreement and the matters described in Sections 2.05(c)(ii) and 2.05(c)(iii) (as applicable), each of which news releases shall be satisfactory in form and substance to the other Party, each acting reasonably, and, thereafter, file such news release and a corresponding filings in accordance with applicable Securities Laws; (b) obtaining and maintaining all other third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) required to be obtained under the Material Contracts of the applicable Party in order to complete the Arrangement or (ii) required in order to maintain the Material Contracts of the applicable Party in full force and effect following completion of the Arrangement (the “Key Consents”); and (c) effecting the listing of the Consideration Shares on the Nasdaq on or prior to the Effective Time.

Mutual Covenants Regarding the Arrangement. Subject to From the terms and conditions of this Agreementdate hereof until the Effective Date, each Party shallof Harvest, HOC, Viking and shall cause VHI will use its Subsidiaries to, use commercially reasonable commercial efforts to perform all satisfy (or cause the satisfaction of) the conditions precedent to its obligations required hereunder and to be performed by such Party and its Subsidiaries under this Agreementtake, cooperate in connection therewith, and use commercially reasonably efforts to take or cause to be taken taken, all actions other action and to do do, or cause to be done done, all other things necessary, proper or advisable under applicable law Applicable Laws to consummate complete the Arrangement and the other transactions contemplated by this Agreement as soon as practicableArrangement, includingincluding using reasonable efforts: (a) immediately after the execution of this Agreementto obtain all necessary waivers, or such later time prior consents and approvals required to the next opening of markets in New York as is agreed be obtained by it from other parties to by EMV loan agreements, leases and Xos, each issuing a news release announcing the entering into of this Agreement and the matters described in Sections 2.05(c)(ii) and 2.05(c)(iii) (as applicable), each of which news releases shall be satisfactory in form and substance to the other Party, each acting reasonably, and, thereafter, file such news release and a corresponding filings in accordance with applicable Securities Lawscontracts; (b) obtaining and maintaining to, on or before the Effective Date, cause confirmations of employment to be made to the Continued Employees; (c) to obtain all other third party or other necessary consents, waiversassignments, permits, exemptions, orders, approvals, agreements, waivers and amendments to or confirmations that are terminations of any instruments and take such measures as may be appropriate to fulfill its obligations hereunder and to carry out the transactions contemplated hereby; (id) to effect all necessary registrations and filings and submissions of information requested by Governmental Entities required to be obtained effected by it in connection with the Arrangement, and each of Harvest and Viking will use its reasonable commercial efforts to cooperate with the other in connection with the performance by the other of their obligations under this Section 3.3 including, without limitation, continuing to provide reasonable access to information and to maintain ongoing communications as between officers of HOC and VHI, subject in all cases to the Confidentiality Agreement; (e) reasonably cooperate with the other Party and its tax advisors in structuring the Arrangement in a tax effective manner, and assist the other Party and its tax advisors in making such investigations and inquiries with respect to such Party in that regard, as the other Party and its tax advisors shall consider necessary, acting reasonably, provided that such Party shall not be obligated to consent or agree to any structuring that has the effect of reducing the consideration to be received under the Material Contracts Arrangement by any of its securityholders; (f) use their reasonable commercial efforts to cause the mailing of the applicable Party in order Information Circular to complete the Arrangement or (ii) required in order to maintain the Material Contracts of the applicable Party in full force and effect following completion of the Arrangement their respective securityholders (the “Key Consents”)"Mailing Date") to occur as soon as reasonably practicable following the date hereof and in any event by February 15, 2006; and (cg) effecting use their reasonable commercial efforts to continue the listing on the NYSE of the Consideration Shares on outstanding Harvest Units and to obtain the Nasdaq on or prior to approval of the NYSE for the additional listing as of the Effective TimeDate of the Harvest Units issuable pursuant to (i) the Arrangement, (ii) the Harvest Unit Award Incentive Plan, (iii) the Harvest Trust Unit Rights Incentive Plan and (iv) the Viking Debentures.

Mutual Covenants Regarding the Arrangement. Subject to Until the terms earlier of the Effective Time and conditions of the time that this AgreementAgreement is terminated in accordance with its terms, each Party shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to perform all obligations required to be performed by such Party and its Subsidiaries under this Agreement, and cooperate with the other Parties in connection therewiththerewith and use all commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 5 (to the extent the same is within its control) and to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby, including the Arrangement and, without limiting the generality of the foregoing, each Party shall use all commercially reasonable efforts to: (a) other than with respect to the Investment Canada Act Approval, apply for and obtain, and use commercially to assist the other Parties to obtain, all Regulatory Approvals required by such Party and its Subsidiaries in connection with the completion by such Party of the transactions contemplated by this Agreement, and, in doing so, keep the other Parties reasonably efforts informed as to take the status of the proceedings related to obtaining such Regulatory Approvals, including providing the other Parties and their advisors with copies of all related applications and notifications, in draft form, in order for the other Parties and its advisors to provide their comments thereon, provided that submissions, filings or cause other written communications to the Commissioner of Competition or the staff of the Competition Bureau may be taken all actions and redacted as necessary before sharing with the other Party to do or cause address reasonable confidentiality concerns, provided that external legal counsel to be done all things necessarythe Purchaser, proper or advisable under applicable law to consummate the Arrangement Partnership Entities and the Corporation shall receive non-redacted versions of drafts or final submissions, filings or other written communications to the Commissioner of Competition or the staff of the Competition Bureau on the basis that the redacted information will not be shared with their respective clients, provided that, notwithstanding anything in the Agreement to the contrary, no Party shall have an obligation to provide any other Party and its advisors with copies of related applications and notifications, in draft form or otherwise, to the extent the foregoing is not permitted under any applicable Law; (b) other than with respect to the Investment Canada Act Approval, not participate in any meetings or material conversations with any Government Entity in respect of any filings, investigations or other inquiries related to the transactions contemplated by this Agreement as soon as practicable, including: (a) immediately after unless it consults with the execution of this Agreement, or such later time prior other Party in advance and to the next opening of markets in New York as is agreed to extent permitted by EMV and Xossuch Governmental Entity, each issuing a news release announcing the entering into of this Agreement and the matters described in Sections 2.05(c)(ii) and 2.05(c)(iii) (as applicable), each of which news releases shall be satisfactory in form and substance to gives the other Party, each acting reasonably, and, thereafter, file Party the reasonable opportunity to participate in such news release and a corresponding filings in accordance with applicable Securities Lawscommunications or meetings; (bc) obtaining the Parties hereto understand and maintaining all other third party agree that the commercially reasonable efforts of any Party hereto to obtain Competition Act Approval or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are HSR Act Approval shall not be deemed to include: (i) entering into any settlement, undertaking, consent decree, consent agreement, consent order, stipulation or agreement with the Commissioner of Competition or with any other Government Entity in connection with the transactions contemplated hereby; (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise) of any of the businesses, assets or projects of any Party, including its Affiliates and Subsidiaries, or taking any other action or commit to take any action that limits its freedom of action with respect to its ability to operate or retain any of the businesses, assets or projects of such Party, including its Affiliates and Subsidiaries; (iii) defending all lawsuits, applications or other legal, regulatory proceedings against such Party or any of its Affiliates and Subsidiaries challenging or affecting this Agreement or the consummation of the transactions contemplated hereby, including the Arrangement; or (iv) lifting or rescinding any injunction or restraining order relating to such Party or any of its Affiliates or Subsidiaries or any other order which may adversely affect the ability of the Parties to consummate the transactions contemplated hereby, including the Arrangement; (d) apply for and obtain all necessary Consents required to be obtained under by such Party or any of its Subsidiaries (for greater certainty, in the Material Contracts case of the Partnership Entities being the Partnership Entity Consents, in the case of the Corporation being the Corporation Consents, and in the case of the Purchaser being the Purchaser Consents) in connection with the transactions contemplated hereby, including the Arrangement, from other parties, in the case of the Partnership, to the Partnership Material Contracts, in the case of GP, to the GP Material Contracts, in the case of the Corporation, to the Corporation Material Contracts, and in the case of the Purchaser, to the Purchaser Material Contracts, (without paying, and without committing itself or any other Party to pay any consideration or incur any liability or obligation to or in respect thereof, without the prior written consent of such other Party); (e) other than with respect to the Investment Canada Act Approval, effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by such Party or any of its Subsidiaries in connection with the transactions contemplated hereby, including the Arrangement, and participate and appear in any proceedings of any Party before Governmental Entities; (f) comply with all requirements which applicable Laws may impose on such Party or any of its Subsidiaries with respect to the transactions contemplated hereby, including the Arrangement; (g) other than with respect to the Investment Canada Act Approval, except for non-substantive communications with third parties and communications to its legal and other advisors and as otherwise provided herein (including the redaction of confidential information to address reasonable confidentiality concerns provided that external legal counsel shall receive non-redacted versions), such Party will furnish to the other Parties: (i) a copy of each notice, report, schedule or other document delivered, filed or received after the date of this Agreement by such Party in order to complete connection with the Arrangement to or from any Governmental Entity; (ii) any filings under applicable Laws in connection with the Arrangement; and (iii) any documents related to dealings with Governmental Entity in connection with the transactions contemplated herein; (h) notify the other Parties of: (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in order to maintain connection with the Material Contracts of transactions contemplated by this Agreement (and the applicable Party in full force and effect following completion of the Arrangement (the “Key Consents”response thereto from such Party, its subsidiaries or its representatives); and (cii) effecting any lawsuits or other legal, regulatory or other proceedings threatened or commenced against or otherwise affecting such Party or any of its Subsidiaries that are related to the listing transactions contemplated by this Agreement, including the Arrangement; (i) defend all lawsuits or other legal, regulatory or other proceedings against such Party or any of its Subsidiaries challenging or affecting this Agreement or the consummation of the Consideration Shares transactions contemplated hereby, including the Arrangement, except as stipulated in Section 4.9(c); (j) have lifted or rescinded any injunction or restraining order relating to such Party or any of its Subsidiaries or other order which may adversely affect the ability of the Parties to consummate the transactions contemplated hereby, including the Arrangement, except as stipulated in Section 4.9(c); (k) promptly advise the other Parties orally and, if then requested, in writing of any change, effect, event or occurrence which would reasonably be expected to have a Material Adverse Effect on such Party, or to materially impair or delay the Nasdaq on consummation of the transactions contemplated by this Agreement, including the Arrangement, or prior the ability of such Party to perform its obligations hereunder; (l) with respect to the Investment Canada Act Approval and the Investment Canada Act Filing, the Partnership Entities and the Corporation shall use commercially reasonable efforts to assist the Purchaser in obtaining the Investment Canada Act Approval, including, without limiting the generality of the foregoing, promptly providing such information and assistance as may be reasonably requested by the Purchaser to assist in preparing the Investment Canada Act Filing and to satisfy, as promptly as reasonably practicable, any requests for information and documentation the Purchaser receives from any Governmental Entity in respect of the Investment Canada Act Approval. The Purchaser shall keep the Partnership Entities reasonably informed as to the status of the Investment Canada Act Approval proceedings and shall promptly advise the Partnership Entities of any material written or verbal communications the Purchaser has with the staff of the Investment Review Division of Industry Canada or the Minister of Industry or his designee relating to the Investment Canada Act Approval; and (m) negotiate in good faith to prepare and cause to be executed as soon as practicable (and in any event by the Effective Time) a definitive Transitional Services Agreement.