Common use of Pre-Closing Cooperation Clause in Contracts

Pre-Closing Cooperation. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this Agreement as soon as practicable, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the taking of such actions as are necessary to obtain any requisite Consent, provided that the Sellers shall not be obligated to make any payment or deliver anything of value to any Third Party (other than filing and application fees to Government Entities, all of which shall be paid or reimbursed by the Purchaser) in order to obtain any Consent; (ii) taking reasonable actions to defend any Actions filed against such Party by or before any Government Entity challenging this Agreement or the consummation of the Closing (or to cooperate with the other Party in the case of any such Action filed against such other Party); and (iii) using reasonable efforts to cause to be lifted or rescinded any injunction, decree, ruling, order or other action of any Government Entity adversely affecting the ability of the Parties to consummate the Closing; provided, that such reasonable efforts described in clauses (ii) and (iii) above shall not require either Party to take, or agree to take any action, that would reasonably be expected to materially and adversely impact the Business or any other business of such Party. (b) Each Primary Party shall promptly notify the other Primary Party of the occurrence, to such party’s knowledge, of any event or condition, or the existence, to such party’s knowledge, of any fact, that would reasonably be expected to result in any of the conditions set forth in Article IX not being satisfied. (c) The Purchaser hereby covenants and agrees until the Closing Date or the earlier termination of this Agreement in accordance with Article X: (i) to reserve for issuance the Shares in connection with the transactions contemplated by this Agreement; (ii) not to pay any dividend or make any cash distribution on or in respect of its outstanding common stock, other than normal and customary cash dividends, consistent with past practice; and (iii) that except with respect to any matter expressly contemplated by this Agreement, it will not acquire or agree to acquire by amalgamating, merging or consolidating with, purchasing a substantial equity interest in or a substantial portion of the assets of or otherwise, any business or Person which acquisition or other transaction would reasonably be expected to prevent or materially delay the transactions contemplated by this Agreement; provided, however, notwithstanding anything to the contrary herein, nothing in this clause (iii) shall prevent or otherwise restrict the Purchaser from being acquired or agreeing to be acquired (whether by merger, consolidation, tender offer or otherwise) by any other Person.

Pre-Closing Cooperation. (a) Prior Other than efforts to obtain any requisite Consent in respect of Contracts, which are covered by Section 2.1.7, prior to the Closing, upon the terms and subject to the conditions of this Agreement, each of the Parties shall use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this Agreement as soon as practicablepracticable and cause the fulfillment at the earliest practicable date of all of the conditions to the other Parties’ obligations to consummate the transactions contemplated by this Agreement, including using reasonable efforts in connection with: (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the taking of such actions as are necessary to obtain any requisite Consent; provided, provided that the Sellers shall not be obligated to make any payment or deliver anything of value to any Third Party Government Entity in order to obtain any such Consent (other than filing and application fees to Government Entities), all of which shall be paid or reimbursed by the Purchaser) in order to obtain any Consent; (ii) taking reasonable actions to defend any Actions filed against such Party defending all lawsuits and other proceedings by or before any Government Entity challenging this Agreement or the consummation of the Closing (or to cooperate with the other Party in the case of any such Action filed against such other Party); and Closing, (iii) using reasonable efforts to cause causing to be lifted or rescinded any injunction, decree, ruling, order or other action of any Government Entity adversely affecting that would prohibit, prevent, restrict or materially delay the ability consummation of the Parties to consummate the Closing; providedtransactions contemplated by this Agreement, that such (iv) using reasonable efforts described to assist the Purchaser in clauses entering in to a Contract with Tata Communications Services for services substantially similar to those it has historically provided to the Sellers relating to the CDMA Business, (iiv) cooperating in any reorganization of the Sellers necessary for the Sellers or reasonably requested by the Purchaser to facilitate the transactions contemplated hereby, any such reorganization to occur on or prior to the Closing Date, and (iiivi) above shall not require either Party using reasonable efforts to take, or agree assist the Purchaser in the offer process and to take any action, that would reasonably be expected to materially and adversely impact facilitate the Business or any other business of such Partytransactions contemplated hereby. (b) Each Primary Party shall promptly notify the other Primary Party of the occurrence, to such partyParty’s knowledge, of any event or condition, or the existence, to such partyParty’s knowledge, of any fact, that would reasonably be expected to result in any of the conditions set forth in Article IX ARTICLE VIII not being satisfied. (c) The Purchaser hereby covenants and agrees until the Closing Date or the earlier termination of this Agreement in accordance with Article X: (i) to reserve for issuance the Shares in connection with the transactions contemplated by this Agreement; (ii) not to pay any dividend or make any cash distribution on or in respect of its outstanding common stock, other than normal and customary cash dividends, consistent with past practice; and (iii) that except with respect to any matter expressly contemplated by this Agreement, it will not acquire or agree to acquire by amalgamating, merging or consolidating with, purchasing a substantial equity interest in or a substantial portion of the assets of or otherwise, any business or Person which acquisition or other transaction would reasonably be expected to prevent or materially delay the transactions contemplated by this Agreement; provided, however, notwithstanding anything to the contrary herein, nothing in this clause (iii) shall prevent or otherwise restrict the Purchaser from being acquired or agreeing to be acquired (whether by merger, consolidation, tender offer or otherwise) by any other Person.

Pre-Closing Cooperation. (a) Prior to the Closing, upon the terms and subject to the terms and conditions of this Agreement, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this Agreement as soon as practicablepracticable and cause the fulfillment at the earliest practicable date of all of the conditions to the other Parties’ obligations to consummate the transactions contemplated by this Agreement, including including: (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the taking of such actions as are necessary to obtain any requisite Consent, provided that the Sellers shall not be obligated to make any payment or deliver anything of value to any Third Party in order to obtain any Consent (other than filing and application fees to Government Entities, all and payment of which Cure Costs by the Party or Parties responsible therefor pursuant to Section 2.1.7) and provided further that Purchaser shall be paid or reimbursed by the Purchaser) obligated to cooperate with Sellers in order to obtain any Consent; required Consents from landlords under Included Real Estate Leases (to the extent consent is required) and to enter into Subleases by fulfilling its obligations under Section 5.4 of the Sellers Disclosure Schedule, (ii) taking reasonable actions to defend any Actions filed against such Party defending all lawsuits and other proceedings by or before any Government Entity challenging this Agreement or the consummation of the Closing (or to cooperate with the other Party in the case of any such Action filed against such other Party); and Closing, (iii) using reasonable efforts to cause causing to be lifted or rescinded any injunction, decree, ruling, order or other action of any Government Entity adversely affecting the ability of the Parties to consummate the Closing; provided, that such reasonable efforts described in clauses (ii) Closing and (iiiiv) above shall not require either Party more generally, to takefacilitate an orderly transition at Closing, or agree to take any action, that would reasonably be expected to materially working with outside counsel on the prosecution of pending patent applications and adversely impact the Business or any other business maintenance of such Partyexisting patents. (b) Each Main Seller will take all actions necessary or desirable, to the extent reasonably within its power and control, to cause any of its Subsidiaries, which is the owner of any of the Assets, that has otherwise not executed and delivered this Agreement, to execute and deliver to the Purchaser a joinder to this Agreement. (c) Each Primary Party shall promptly notify the other Primary Party of the occurrence, to such party’s knowledgeKnowledge, of any event or condition, or the existence, to such party’s knowledgeKnowledge, of any fact, that would reasonably be expected to result in any of the conditions to the other Primary Party’s obligation to effect the Closing set forth in Article IX VIII not being satisfied. (cd) The NNC and NNL shall execute at Closing, upon the Purchaser’s request, a written notice to Microsoft Corporation, which notice will be substantially in the form set forth in Exhibit 5.4(d), notifying Microsoft Corporation that the Sellers have sold the Business to Purchaser hereby covenants at Closing, that the Business is an “Eligible Spin Off” (as defined in the Patent Cross-License Agreement dated as of July 17, 2006 among Microsoft Corporation, NNC and agrees until the Closing Date or the earlier termination of this Agreement NNL), and that as such it will receive an “Extended License” in accordance with Article X:the terms of such agreement, and the Sellers agree that the Business shall receive such an “Extended License.” (ie) Prior to reserve for issuance taking any action that would result in a material deviation from the Shares in connection forecast set forth on Section 5.4(e) of the Sellers Disclosure Schedule it being understood that the Sellers are attempting to preserve the marketability, viability and competitiveness of the Business, subject to applicable Law (including Antitrust Law) the Main Sellers shall consult with the transactions contemplated Purchaser and consider in good faith any proposals made by this Agreement; (ii) not to pay any dividend or make any cash distribution on or in respect of its outstanding common stock, other than normal and customary cash dividends, consistent with past practice; and (iii) that except Purchaser with respect to any matter expressly contemplated by this Agreementsuch action. Subject to applicable Law (including Antitrust Law), it will not acquire or agree the Purchaser and the Sellers shall cooperate with each other to acquire by amalgamating, merging or consolidating with, purchasing a substantial equity interest in or a substantial portion provide for an orderly transition at Closing of the assets of Business, including the Transferred Employees, from the Sellers to the Purchaser or otherwisethe Designated Purchasers, any business or Person which acquisition or other transaction would reasonably be expected as applicable, and to prevent or materially delay use their reasonable best efforts to minimize, consistent with the terms hereof, the disruption to the Business resulting from the transactions contemplated hereby, including any disruption caused by this Agreement; provided, however, notwithstanding anything to termination of Employees by the contrary herein, nothing in this clause (iii) shall prevent or otherwise restrict the Purchaser from being acquired or agreeing to be acquired (whether by merger, consolidation, tender offer or otherwise) by any other PersonSellers.

Pre-Closing Cooperation. (a) Prior to the Closing, upon the terms and subject to the terms and conditions of this Agreement, in addition to any obligations pursuant to Section 5.5, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this Agreement as soon as practicablepracticable and cause the fulfillment at the earliest practicable date of all of the conditions to the other Parties’ obligations to consummate the transactions contemplated by this Agreement, including including: (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the taking of such actions as are necessary to obtain any requisite Consent, provided provided, that the Sellers shall not be obligated to make any payment or deliver anything of value to any Third Party in order to obtain any Consent (other than filing and application fees to Government Entities, all and payment of which Cure Costs if responsible therefor pursuant to Section 2.1.7) and provided, further, that the Purchaser shall be paid or reimbursed by obligated to cooperate with the Purchaser) Sellers in order to obtain any Consent; required Consents from landlords under any Subleased Real Estate Leases (to the extent consent is required) and to enter into Subleases, (ii) taking reasonable actions to defend any Actions filed against such Party defending all lawsuits and other proceedings by or before any Government Entity challenging this Agreement or the consummation of the Closing (or to cooperate with the other Party in the case of any such Action filed against such other Party); and Closing, (iii) using reasonable best efforts to cause to be lifted or rescinded any injunction, decree, ruling, order or other action of any Government Entity adversely affecting that would prohibit, prevent, restrict or materially delay the ability consummation of the Parties transactions contemplated by this Agreement, and (iv) cooperating in any reorganization of the Sellers that the Sellers consider necessary for the Sellers to consummate facilitate the Closing; providedtransactions contemplated hereby, that any such reasonable efforts described reorganization to occur on or prior to the Closing Date. With respect to all supply Contracts related to the Business, after the entry of the U.S. Sale Order, and in clauses respect of the Canadian Debtors, after the entry of the Canadian Approval and Vesting Order, the Sellers shall (i) at the Purchaser’s request to the extent permitted by Law (including any applicable Antitrust Laws), send a letter substantially in the form set forth in Exhibit 5.4(a) to each of the counterparties to such Contracts, as identified in writing by the Purchaser to the Main Sellers, (ii) provide to the Purchaser such contact information as is reasonably requested by the Purchaser with respect to the counterparties to such Contracts and (iii) above shall more generally, to facilitate an orderly transition at Closing, work with outside counsel on the prosecution of pending patent applications and maintenance of existing patents. For greater certainty, the obligations in this Section 5.4(a) do not require either Party include an obligation to takenegotiate, or agree to take or accept any actionform of remedy, condition, undertaking or divestiture with any Government Entity; provided, however, that would reasonably be expected to materially and adversely impact nothing in this Section 5.4(a) shall limit the Business obligations of the Purchaser or any other business of such PartyDesignated Purchaser set forth in Section 5.5. (b) Each Primary Party shall promptly notify the other Primary Party Parties of the occurrence, to such partyParty’s knowledgeKnowledge, of any event or condition, or the existence, to such partyParty’s knowledgeKnowledge, of any fact, that would reasonably be expected to result in any of the conditions to any other Primary Party’s obligation to effect the Closing set forth in Article IX VIII not being satisfied. (c) The NNC and NNL shall execute, at or within a reasonable amount of time after Closing, upon the Purchaser’s request, such documents as reasonably requested by the Purchaser hereby covenants and agrees until as contemplated or otherwise permitted under the Closing Date Patent Cross-License Agreements listed on Section 4.5(g)(iii) of the Sellers Disclosure Schedule in order to provide a sublicense to the Business (to the extent permitted thereunder) or trigger any spin-off right thereunder, such that the earlier termination of this Agreement Business may continue to be licensed or sublicensed thereunder, all in accordance with Article X: the relevant Section of each such Patent Cross-License Agreement that permits NNC or NNL to sublicense or spin off the license granted to NNC or NNL thereunder to a divested business unit or product line. To the extent that any Patent Cross-License Agreement listed on Section 4.5(g)(iii) of the Sellers Disclosure Schedule, including, without limitation, (i) to reserve for issuance the Shares in connection with the transactions contemplated by this Patent Cross License Agreement; , effective as of June 16, 2006, between Ciena Corporation and NNL; (ii) not to pay any dividend or make any cash distribution on or in respect the Patent Cross License Agreement, effective as of its outstanding common stockJuly 17, other than normal 2006, among Microsoft Corporation, NNC and customary cash dividends, consistent with past practiceNNL; and and (iii) that except with respect to any matter expressly contemplated by this the License Agreement, it will effective as of January 1, 2001, between International Business Machines Corporation and NNC, contains a limitation on the number of times the relevant Seller may exercise any sublicense or spin off rights thereunder and such rights have not acquire or been exhausted prior to the date hereof, the Sellers agree that they shall not exhaust any such rights they may have between the date hereof and the Closing in a manner that would render this Section 5.4(c) ineffective. Notwithstanding the foregoing, the Sellers shall be under no obligation to acquire by amalgamating, merging or consolidating with, purchasing a substantial equity interest in or a substantial portion execute any such documents prior to the completion of the assets Auction or to expend any amount (other than as directly resulting from the execution of relevant documents), incur any Liabilities or otherwise, any business or Person which acquisition or other transaction would reasonably be expected to prevent or materially delay the transactions contemplated by this Agreement; provided, however, notwithstanding anything to the contrary herein, nothing in this clause (iii) shall prevent or otherwise restrict the Purchaser from being acquired or agreeing to be acquired (whether by merger, consolidation, tender offer or otherwise) by provide any other Personconsideration in complying with their obligations under this section 5.4(c).

Pre-Closing Cooperation. (a) Prior In addition to the efforts to obtain any requisite Consent in respect of Contracts, which are covered by Section 2.1.7, prior to the Closing, upon the terms and subject to the conditions of this Agreement, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this Agreement as soon as practicablepracticable and cause the fulfillment at the earliest practicable date of all of the conditions to the other Parties’ obligations to consummate the transactions contemplated by this Agreement, including using reasonable efforts in connection with: (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the taking of such actions as are necessary to obtain any requisite Consent; provided, provided that the Sellers shall not be obligated to make any payment or deliver anything of value to any Third Party Government Entity in order to obtain any such Consent (other than filing and application fees to Government Entities, Entities all of which shall be paid or reimbursed by the Purchaser) in order to obtain any Consent; ), (ii) taking all reasonable actions to defend any Actions filed against such Party all lawsuits and other proceedings by or before any Government Entity challenging this Agreement or the consummation of the Closing (or to cooperate with the other Party in the case of any such Action filed against such other Party); and Closing, (iii) using all reasonable efforts to cause to be lifted or rescinded any injunction, decree, ruling, order or other action of any Government Entity adversely affecting that would prohibit, prevent, restrict or materially delay the ability consummation of the Parties to consummate the Closing; providedtransactions contemplated by this Agreement, that such reasonable efforts described in clauses (ii) and (iiiiv) above shall not require either Party to take, or agree to take any action, that would reasonably be expected to materially assisting the Purchaser in the offer process and adversely impact facilitating the Business or any other business of such Partytransactions contemplated hereby. (b) Each Primary Party shall promptly notify the other Primary Party of the occurrence, to such partyParty’s Knowledge or knowledge, as applicable, of any event or condition, or the existence, to such partyParty’s Knowledge or knowledge, as applicable, of any fact, that would reasonably be expected to result in any of the conditions set forth in Article IX ARTICLE VIII not being satisfied. (c) The Seller and Purchaser hereby covenants agree to negotiate in good faith to agree on execution versions (on the terms and agrees until the Closing Date or the earlier termination of this Agreement conditions contained in and otherwise in accordance with Article X: the Real Estate Agreements Term Sheet) of (i) to reserve for issuance such License(s) as are reasonably required, before the Shares in connection with the transactions contemplated by this Agreement; Closing; and (ii) not to pay any dividend such other Real Estate Agreement(s) as are reasonably required, before the Closing Date, or make any cash distribution on or in respect of its outstanding common stock, other than normal and customary cash dividends, consistent with past practice; and (iii) that except with respect to any matter expressly contemplated by this Agreement, it will not acquire or agree to acquire by amalgamating, merging or consolidating with, purchasing a substantial equity interest in or a substantial portion of the assets of or otherwise, any business or Person which acquisition or other transaction would reasonably be expected to prevent or materially delay the transactions contemplated by this Agreement; provided, however, notwithstanding anything to the contrary herein, nothing in this clause (iii) shall prevent or otherwise restrict the Purchaser from being acquired or agreeing to be acquired (whether by merger, consolidation, tender offer or otherwise) by any other Personas promptly as possible thereafter.

Pre-Closing Cooperation. (a) Prior to the Closing, upon the terms and subject to the terms and conditions of this Agreement, in addition to any obligations pursuant to Section 5.5, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this Agreement as soon as practicablepracticable and cause the fulfillment at the earliest practicable date of all of the conditions to the other Parties’ obligations to consummate the transactions contemplated by this Agreement, including including: (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the taking of such actions as are necessary to obtain any requisite Consent, provided provided, that the Sellers shall not be obligated to make any payment or deliver anything of value to any Third Party in order to obtain any Consent (other than filing and application fees to Government Entities, all and payment of which Cure Costs if responsible therefor pursuant to Section 2.1.7) and provided, further, that the Purchaser shall be paid or reimbursed by obligated to cooperate with the Purchaser) Sellers in order to obtain any Consent; required Consents from landlords under any Subleased Real Estate Leases (to the extent consent is required) and to enter into Subleases, (ii) taking reasonable actions to defend any Actions filed against such Party defending all lawsuits and other proceedings by or before any Government Entity challenging this Agreement or the consummation of the Closing (or to cooperate with the other Party in the case of any such Action filed against such other Party); and Closing, (iii) using reasonable efforts to cause to be lifted or rescinded any injunction, decree, ruling, order or other action of any Government Entity adversely affecting that would prohibit, prevent, restrict or materially delay the ability consummation of the Parties transactions contemplated by this Agreement, and (iv) cooperating in any reorganization of the Sellers that the Sellers consider necessary for the Sellers to consummate facilitate the Closing; providedtransactions contemplated hereby, that any such reasonable efforts described reorganization to occur on or prior to the Closing Date. With respect to all supply Contracts related to the Business, after the entry of the U.S. Sale Order, and in clauses respect of the Canadian Debtors, after the entry of the Canadian Approval and Vesting Order, the Sellers shall (i) at the Purchaser’s request to the extent permitted by Law (including any applicable Antitrust Laws), send a letter substantially in the form set forth in Exhibit 5.4(a) to each of the counterparties to such Contracts, as identified in writing by the Purchaser to the Main Sellers, (ii) provide to the Purchaser such contact information as is reasonably requested by the Purchaser with respect to the counterparties to such Contracts and (iii) above shall more generally, to facilitate an orderly transition at Closing, work with outside counsel on the prosecution of pending patent applications and maintenance of existing patents. For greater certainty, the obligations in this Section 5.4(a) do not require either Party include an obligation to takenegotiate, or agree to take or accept any actionform of remedy, condition, undertaking or divestiture with any Government Entity; provided, however, that would reasonably be expected to materially and adversely impact nothing in this Section 5.4(a) shall limit the Business obligations of the Purchaser or any other business of such PartyDesignated Purchaser set forth in Section 5.5. (b) Each Primary Party shall promptly notify the other Primary Party Parties of the occurrence, to such partyParty’s Knowledge or knowledge, as applicable, of any event or condition, or the existence, to such partyParty’s Knowledge or knowledge, as applicable, of any fact, that would reasonably be expected to result in any of the conditions to any other Primary Party’s obligation to effect the Closing set forth in Article IX VIII not being satisfied. (c) The NNC and NNL shall execute, at or within a reasonable amount of time after Closing, upon the Purchaser’s request, such documents as reasonably requested by the Purchaser hereby covenants and agrees until as contemplated or otherwise permitted under the Closing Date Patent Cross-License Agreements listed on Section 4.5(g)(iii) of the Sellers Disclosure Schedule in order to provide a sublicense to the Business (to the extent permitted thereunder) or trigger any spin-off right thereunder, such that the earlier termination of this Agreement Business may continue to be licensed or sublicensed thereunder, all in accordance with Article X: the relevant Section of each such Patent Cross-License Agreement that permits NNC or NNL to sublicense or spin off the license granted to NNC or NNL thereunder to a divested business unit or product line. To the extent that any Patent Cross-License Agreement listed on Section 4.5(g)(iii) of the Sellers Disclosure Schedule, including, without limitation, (i) to reserve for issuance the Shares in connection with the transactions contemplated by this Patent Cross License Agreement; , effective as of June 16, 2006, between Ciena Corporation and NNL; (ii) not to pay any dividend or make any cash distribution on or in respect the Patent Cross License Agreement, effective as of its outstanding common stockJuly 17, other than normal 2006, among Microsoft Corporation, NNC and customary cash dividends, consistent with past practiceNNL; and and (iii) that except with respect to any matter expressly contemplated by this the License Agreement, it will effective as of January 1, 2001, between International Business Machines Corporation and NNC, contains a limitation on the number of times the relevant Seller may exercise any sublicense or spin off rights thereunder and such rights have not acquire or been exhausted prior to the date hereof, the Sellers agree that they shall not exhaust any such rights they may have between the date hereof and the Closing in a manner that would render this Section 5.4(c) ineffective. Notwithstanding the foregoing, the Sellers shall be under no obligation to acquire by amalgamating, merging or consolidating with, purchasing a substantial equity interest in or a substantial portion execute any such documents prior to the completion of the assets Auction or to expend any amount (other than as directly resulting from the execution of relevant documents), incur any Liabilities or otherwise, any business or Person which acquisition or other transaction would reasonably be expected to prevent or materially delay the transactions contemplated by this Agreement; provided, however, notwithstanding anything to the contrary herein, nothing in this clause (iii) shall prevent or otherwise restrict the Purchaser from being acquired or agreeing to be acquired (whether by merger, consolidation, tender offer or otherwise) by provide any other Personconsideration in complying with their obligations under this section 5.4(c).

Pre-Closing Cooperation. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, each of the Parties shall use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this Agreement as soon as practicablepracticable and cause the fulfillment at the earliest practicable date of all of the conditions to the other Parties’ obligations to consummate the transactions contemplated by this Agreement, including using reasonable efforts in connection with: (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the taking of such actions as are necessary to obtain any requisite Consent; provided, provided that the Sellers shall not be obligated to make any payment or deliver anything of value to any Third Party Government Entity in order to obtain any such Consent (other than filing and application fees to Government Entities), all of which shall be paid or reimbursed by the Purchaser) in order to obtain any Consent; (ii) taking reasonable actions to defend any Actions filed against such Party defending all lawsuits and other proceedings by or before any Government Entity challenging this Agreement or the consummation of the Closing (or to cooperate with the other Party in the case of any such Action filed against such other Party); and Closing, (iii) using reasonable efforts to cause causing to be lifted or rescinded any injunction, decree, ruling, order or other action of any Government Entity adversely affecting that would prohibit, prevent, restrict or materially delay the ability consummation of the Parties to consummate the Closingtransactions contemplated by this Agreement; provided, that such reasonable efforts described in clauses (ii) and (iiiiv) above shall not require either Party to take, or agree to take any action, that would reasonably be expected to materially assisting the Purchaser in the offer process and adversely impact facilitating the Business or any other business of such Partytransactions contemplated hereby. (b) The Parties shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and work cooperatively in connection with obtaining the Regulatory Approvals of each applicable Government Entity. To the extent permitted by Law, each Party will provide the other Parties with prior notice of any submissions or notifications made with any Government Entity and will consult with other Parties reasonably with respect thereto prior to making any such submission or notification, will provide to the other Parties copies of submissions and notifications made with any Government Entity and will promptly notify the other Parties of any communications from or with any Government Entity with respect to the Regulatory Approvals. Each Primary Party shall promptly notify the other Primary Party of the occurrence, to such partyParty’s knowledge, of any event or condition, or the existence, to such partyParty’s knowledge, of any fact, that would reasonably be expected to result in any of the conditions set forth in Article IX ARTICLE VIII not being satisfied. (c) . The Sellers shall keep the Purchaser hereby covenants and agrees until the Closing Date or the earlier termination reasonably informed of this Agreement in accordance with Article X: (i) to reserve for issuance the Shares in connection with the transactions contemplated by this Agreement; (ii) not to pay any dividend or make any cash distribution on or in respect of its outstanding common stock, other than normal and customary cash dividends, consistent with past practice; and (iii) that except material actions with respect to any matter expressly contemplated by this Agreement, it will not acquire or agree to acquire by amalgamating, merging or consolidating with, purchasing a substantial equity interest in or a substantial portion of the assets of or otherwise, any business or Person which acquisition or other transaction would reasonably be expected to prevent or materially delay the transactions contemplated by this Agreement; provided, however, notwithstanding anything Business prior to the contrary herein, nothing in this clause (iii) shall prevent or otherwise restrict Closing. If the Purchaser from being acquired or agreeing determines by November 6, 2009 to be acquired (whether by mergerseek CFIUS Approval, consolidation, tender offer or otherwise) by then the Parties shall use reasonable efforts to promptly make any other Personrequired submissions and notifications required to obtain such approval.

Pre-Closing Cooperation. (a) Prior Other than efforts to obtain any requisite Consent in respect of Contracts, which are covered by Section 2.1.7, prior to the Closing, upon the terms and subject to the conditions of this Agreement, each of the Parties shall use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this Agreement as soon as practicablepracticable and cause the fulfillment at the earliest practicable date of all of the conditions to the other Parties’ obligations to consummate the transactions contemplated by this Agreement, including using reasonable efforts in connection with: (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the taking of such actions as are necessary to obtain any requisite Consent; provided, provided that the Sellers shall not be obligated to make any payment or deliver anything of value to any Third Party Government Entity in order to obtain any such Consent (other than filing and application fees to Government Entities), all of which shall be paid or reimbursed by the Purchaser) in order to obtain any Consent; (ii) taking reasonable actions to defend any Actions filed against such Party defending all lawsuits and other proceedings by or before any Government Entity challenging this Agreement or the consummation of the Closing (or to cooperate with the other Party in the case of any such Action filed against such other Party); and Closing, (iii) using reasonable efforts to cause causing to be lifted or rescinded any injunction, decree, ruling, order or other action of any Government Entity adversely affecting that would prohibit, prevent, restrict or materially delay the ability consummation of the Parties to consummate the Closing; providedtransactions contemplated by this Agreement, that such (iv) using reasonable efforts described to assist the Purchaser in clauses entering in to a Contract with Tata Communications Services for services substantially similar to those it has historically provided to the Sellers relating to the CDMA Business, (iiv) cooperating in any reorganization of the Sellers necessary for the Sellers or reasonably requested by the Purchaser to facilitate the transactions contemplated hereby, any such reorganization to occur on or prior to the Closing Date; and (iiivi) above shall not require either Party to take, or agree to take any action, that would reasonably be expected to materially assisting the Purchaser in the offer process and adversely impact facilitating the Business or any other business of such Partytransactions contemplated hereby. (b) Each Primary Party shall promptly notify the other Primary Party of the occurrence, to such partyParty’s knowledge, of any event or condition, or the existence, to such partyParty’s knowledge, of any fact, that would reasonably be expected to result in any of the conditions set forth in Article IX ARTICLE VIII not being satisfied. (c) The Purchaser hereby covenants and agrees until the Closing Date or the earlier termination of this Agreement in accordance with Article X: (i) to reserve for issuance the Shares in connection with the transactions contemplated by this Agreement; (ii) not to pay any dividend or make any cash distribution on or in respect of its outstanding common stock, other than normal and customary cash dividends, consistent with past practice; and (iii) that except with respect to any matter expressly contemplated by this Agreement, it will not acquire or agree to acquire by amalgamating, merging or consolidating with, purchasing a substantial equity interest in or a substantial portion of the assets of or otherwise, any business or Person which acquisition or other transaction would reasonably be expected to prevent or materially delay the transactions contemplated by this Agreement; provided, however, notwithstanding anything to the contrary herein, nothing in this clause (iii) shall prevent or otherwise restrict the Purchaser from being acquired or agreeing to be acquired (whether by merger, consolidation, tender offer or otherwise) by any other Person.

Pre-Closing Cooperation. (a) Prior to the Closing, upon subject to the terms and subject to the conditions of this AgreementAgreement (including Section 5.6, which, for the avoidance of doubt, shall exclusively govern the Parties' obligations with respect to seeking the Mandatory Regulatory Approvals and any other Consents of applicable Government Entities other than those set forth in Section 5.6(g)), each of the Primary Parties shall (and each Primary Party shall cause its Subsidiaries and Affiliates to) use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to cooperate with each the other Primary Party and its Subsidiaries and Affiliates in order to dodo or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this Agreement as soon as practicablepracticable and cause the fulfillment at the earliest practicable date of the conditions to the Parties’ obligations to consummate the transactions contemplated by this Agreement as set forth in Section 7.1, including including: (i) without limiting Section 5.8(a), using reasonable best efforts to prepare and make filings with the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the taking of such actions appropriate Government Entities as are necessary to obtain any requisite Consent, provided that record one of the Sellers shall not be obligated as the owner of the Patents listed on Section 5.5(a) of the Sellers Disclosure Schedule and any other Assets where further action and cooperation is required by Sellers to make any payment or deliver anything of value to any Third Party (other than filing and application fees to Government Entities, all of which shall be paid or reimbursed by vest title with the Purchaser) in order to obtain any ConsentPurchaser at Closing; (ii) taking reasonable actions to defend any Actions filed against such Party defending all lawsuits and other proceedings by or before any Government Entity challenging this Agreement or the consummation of the Closing (or to cooperate with the other Party in the case of any such Action filed against such other Party)Closing; and (iii) using reasonable efforts to cause causing to be lifted or rescinded any injunction, decree, ruling, order or other action of any Government Entity adversely affecting the ability of the Parties to consummate the Closing; provided, that such reasonable efforts described in clauses (ii) and (iiiiv) above shall not require either Party more generally, to takefacilitate an orderly transition at Closing, or agree to take any action, that would reasonably be expected to materially working with outside counsel on the prosecution of pending patent applications and adversely impact maintenance of existing patents within the Business or any other business of such Party. (b) Transferred Patents and Purchased Specified UK Patents. Each Primary Party shall promptly notify the other Primary Party of the occurrence, to such party’s knowledgeKnowledge, of any event or condition, or the existence, to such party’s knowledgeKnowledge, of any fact, that would reasonably be expected to result in any of the conditions to the other Primary Party’s obligation to effect the Closing set forth in Article IX VII not being satisfied. (c) The Purchaser hereby covenants . From and agrees after the date hereof until the Closing Date or Date, the earlier termination Sellers shall provide the Purchaser with a copy of this Agreement in accordance with Article X: (i) to reserve for issuance the Shares in connection with the transactions contemplated by this Agreement; (ii) not to pay any dividend or make any cash distribution on or in respect of its outstanding common stock, other than normal and customary cash dividends, consistent with past practice; and (iii) that except nonpublic information with respect to the Assets or Assumed Liabilities to be provided to any matter expressly contemplated by this AgreementThird Party substantially contemporaneously with furnishing such information to such Third Party, it will not acquire or agree to acquire by amalgamating, merging or consolidating with, purchasing a substantial equity interest in or a substantial portion of the assets of or otherwise, any business or Person which acquisition or other transaction would reasonably be expected to prevent or materially delay the transactions contemplated by this Agreement; provided, however, notwithstanding anything that, except as required by the U.S. Bidding Procedures Order and the Canadian Sales Process Order, the Sellers shall not be required to provide the Purchaser with any such nonpublic information that is furnished in the Data Room or any draft agreement or ancillary documentation pertaining to the contrary hereinterms of a potential Alternative Transaction. (d) From and after the later of the date the U.S. Bidding Procedures Order is entered in the U.S. Bankruptcy Court and the date the Canadian Sales Process Order is granted by the Canadian Court, nothing (i) no Seller may affirmatively take any material steps in furtherance of an Asset Retention Transaction (except to the extent that such Asset Retention Transaction also constitutes an Alternative Transaction) and (ii) until the date following the Closing Date, no Seller may seek or support (A) the conversion of any of the Chapter 11 Cases to a case under chapter 7 of the U.S. Bankruptcy Code, (B) the appointment of a trustee, receiver, receiver and manager or liquidator in respect of any Canadian Debtor, (C) the dismissal of any CCAA Cases or (D) the conversion of any CCAA Cases to bankruptcy cases under the Bankruptcy and Insolvency Act or applicable Canadian Bankruptcy Laws (except to the extent that such conversion to a chapter 7 case (in respect of the Chapter 11 Cases) or a bankruptcy, receivership or liquidation case (in respect of the CCAA Cases), appointment or dismissal is sponsored by a Third Party in connection with a bid at the Auction, which bid is made in accordance with the process described in the U.S. Bidding Procedures Order). (a) (e) From and after the date hereof, NNL shall use commercially reasonable efforts to (and Purchaser shall cooperate with NNL’s efforts to) confirm that the execution of the Assumption Agreement by the parties thereto will satisfy the requirements of paragraph 7 of the CDMA Vesting Order; provided that this clause (iiiSection 5.5(ed) shall prevent not require the Purchaser, NNL or otherwise restrict their Affiliates to make any payment, deliver anything of value or incur any expense, nor require the Purchaser from being or its Affiliates to assume any obligations that are not obligations of NNL under the IP Licenses (as such term is defined in the CDMA Vesting Order) with respect to the Transferred Patents, Purchased Specified UK Patents or other Patents or invention disclosures acquired by the Purchaser pursuant to this Agreement. Upon or agreeing prior to be acquired (whether by mergerthe Closing, consolidation, tender offer or otherwise) by any other Personthe Purchaser shall execute and deliver the Assumption Agreement substantially in the form attached as Exhibit LJ hereto.