Common use of Reasonable Efforts/Cooperation Clause in Contracts

Reasonable Efforts/Cooperation. (a) Subject to the other terms of this Agreement, each Party shall, and shall cause its Subsidiaries to, use its and their respective reasonable best efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable to cause the Transactions to be effected as soon as practicable, but in any event on or prior to the Outside Date, in accordance with the terms hereof and to cooperate with each other Party, its Affiliates and its and their respective Advisors in connection with any step required to be taken as a part of its obligations hereunder. Notwithstanding the foregoing or anything else herein to the contrary, the “reasonable best efforts” of Sellers will not require Sellers or any of its Affiliates or other Seller Parties to expend any money to remedy any breach of any representation or warranty, to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For the avoidance of doubt, the Parties agree that the foregoing cannot be construed to create any obligation on any of the aforementioned Advisors to take or refrain from taking any action, absent an express contractual requirement to do so, nor can any of the foregoing be construed to override existing confidentiality and other obligations owed by any Party or other Person to such Advisors. (b) The obligations of Sellers pursuant to this Agreement, including this Section 6.5, shall be subject to any Orders entered, or approvals or authorizations granted or required, by or under (i) the Bankruptcy Court or the Bankruptcy Code (including in connection with the Bankruptcy Cases) and (ii) the Canadian Court or the CCAA (including in connection with the Canadian Recognition Proceedings), Sellers’ debtor-in-possession financing, and Sellers’ obligations as debtors in possession to comply with any Order of the Bankruptcy Court (including the Bidding Procedures Order and the Sale Order), any Order of the Canadian Court (including the Canadian Bidding Procedures Recognition Order and the Canadian Sale Recognition Order), and Sellers’ duty to seek and obtain the highest or otherwise best price for the Acquired Assets as required by the Bankruptcy Code.

Reasonable Efforts/Cooperation. (a) Subject to the other terms of this Agreementprovisions hereof, each Party shall, and shall cause its Subsidiaries to, use its and their respective commercially reasonable best efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to cause the Transactions transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Outside Date, in accordance with the terms hereof and to shall cooperate in a commercially reasonable manner with each other Party, its Affiliates Party and its and their respective Advisors Representatives in connection with any step required to be taken as a part of its obligations hereunder. Notwithstanding the foregoing or anything else herein to the contrary, the “reasonable best efforts” of Sellers will not require Sellers or any of its Affiliates or other Seller Parties to expend any money to remedy any breach of any representation or warranty, to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For the avoidance of doubt, the Parties agree that the foregoing cannot be construed to create any obligation on any of the aforementioned Advisors to take or refrain from taking any action, absent an express contractual requirement to do so, nor can any of the foregoing be construed to override existing confidentiality and other obligations owed by any Party or other Person to such Advisors. (b) In the event that any of the Parties to this Agreement discovers a Contract related to the Business, the Purchased Assets or the Assumed Liabilities during the period from and after the Agreement Date, and such Contract (i) was unknown as of the Agreement Date, (ii) is a Contract that Purchaser wishes to assume the rights and obligations of and (iii) such Contract would not be deemed a Rejected Contract by Sellers, Purchaser and Sellers shall execute, acknowledge and deliver such other instruments and take such further actions as are reasonably practicable for Purchaser to assume the rights and obligations under such Contract. (c) The obligations of Sellers pursuant to this Agreement, including this Section 6.5, 8.5 shall be subject to any Orders orders entered, or approvals or authorizations granted or required, by or under (i) the Bankruptcy Court or the Bankruptcy Code (including in connection with the Bankruptcy Cases) and (ii) the Canadian Court or the CCAA (including in connection with the Canadian Recognition ProceedingsCase), Sellers’ debtor-in-possession financing, and Sellers’ obligations as debtors in a debtors-in-possession to comply with any Order order of the Bankruptcy Court (including the Bidding Procedures Order and the Sale Order), any Order of the Canadian Court (including the Canadian Bidding Procedures Recognition Order and the Canadian Sale Recognition Order), ) and Sellers’ duty to seek and obtain the highest or otherwise best price for the Acquired Assets Business as required by the Bankruptcy Code. (d) Sellers, on the one hand, and Purchaser, on the other hand, will provide each other with such cooperation and information as either of them may reasonably request of the other in connection with filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, or participating in or conducting any audit or other proceeding in respect of Taxes (such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings and other determinations by Tax authorities). In addition, Purchaser shall make available to Sellers, without charge to Sellers, such office space and employee support reasonably necessary to assist Sellers to wind up Sellers’ operations following the Closing, resolve the Bankruptcy Case, dissolve any or all of the Sellers and prepare and file the Tax Returns. Any information obtained under this Section 8.5(d) shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other proceeding. (e) Subject to Section 8.5(f), as soon as reasonably practicable (and, in any event, within five (5) Business Days, or a later date as agreed by the Parties) following entry of the Bidding Procedures Order, Sellers, on the one hand, and Purchaser, on the other hand, shall each prepare and file, or cause to be prepared and filed, any notifications required to be filed under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, and request early termination of the waiting period under the HSR Act. Purchaser, on the one hand, and Sellers, on the other hand, shall promptly respond to any requests for additional information or documentary materials in connection with such filings and shall take all other actions necessary to cause the waiting periods under the HSR Act to terminate or expire at the earliest practicable date after the date of filing. Purchaser on the one hand, and Sellers on the other, shall each pay 50% of the applicable filing fee under the HSR Act, and each Party shall be responsible for payment of its own respective costs and expenses (including attorneys’ fees and other legal fees and expenses) associated with the preparation of its portion of any antitrust filings. (f) Sellers, on the one hand, and Purchaser, on the other hand, (i) shall promptly inform each other of any communication from any Governmental Body concerning this Agreement, the transactions contemplated hereby, and any filing, notification or request for approval and (ii) shall permit the other to review in advance any proposed written or material oral communication or information submitted to any such Governmental Body in response thereto. In addition, none of Parties shall agree to participate in any meeting with any Governmental Body in respect of any filings, investigation or other inquiry with respect to this Agreement or the transactions contemplated hereby, unless such Party consults with the other Parties in advance and, to the extent permitted by any such Governmental Body, gives the other Parties the opportunity to attend and participate thereat, in each case to the maximum extent practicable. Subject to restrictions under any Law, each of Purchaser, on the one hand, and Sellers, on the other hand, shall furnish the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective Representatives on the one hand, and the Governmental Body or members of its staff on the other hand, with respect to this Agreement, the transactions contemplated hereby (excluding documents and communications which are subject to preexisting confidentiality agreements or to the attorney-client privilege or work product doctrine or which refer to valuation of the Business) or any such filing, notification or request for approval. Each Party shall also furnish the other Party with such necessary information and assistance as such other Party and its Affiliates may reasonably request in connection with their preparation of necessary filings, registration or submissions of information to the Governmental Body in connection with this Agreement, the transactions contemplated hereby and any such filing, notification or request for approval.

Reasonable Efforts/Cooperation. (a) Subject to the other terms of this Agreementprovisions hereof, each Party shall, and party shall cause its Subsidiaries to, use its and their respective reasonable best reasonable, good faith efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Laws to (a) cause the Transactions conditions set forth in Article 7, in the case of the Acquired Companies and the Seller, and in Article 6, in the case of Purchaser, to be effected satisfied as soon as practicable, but in any event on or practicable prior to the Outside Termination Date, in accordance and (b) take, or cause to be taken, all actions reasonably necessary to consummate the Contemplated Transactions and make effective the Contemplated Transactions as soon as practicable prior to the Termination Date, including the following: (a) Each party shall promptly make its filings and submissions and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Body with jurisdiction over the terms hereof and Contemplated Transactions (except that no party shall have any obligation to cooperate with each take or consent to the taking of any action required by any such Governmental Body that could adversely affect the business or assets of the Acquired Companies or the Contemplated Transactions). The Acquired Companies shall furnish to Purchaser all information required for any application or other Party, its Affiliates and its and their respective Advisors filing to be made by the Acquired Companies or Purchaser pursuant to any applicable Laws in connection with any step required to be taken as a part of its obligations hereunder. Notwithstanding the foregoing or anything else herein to the contrary, the “reasonable best efforts” of Sellers will not require Sellers or any of its Affiliates or other Seller Parties to expend any money to remedy any breach of any representation or warranty, to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For the avoidance of doubt, the Parties agree that the foregoing cannot be construed to create any obligation on any of the aforementioned Advisors to take or refrain from taking any action, absent an express contractual requirement to do so, nor can any of the foregoing be construed to override existing confidentiality and other obligations owed by any Party or other Person to such Advisors.Contemplated Transactions; (b) The obligations Each party shall promptly notify the other parties of Sellers pursuant to this Agreement, including this Section 6.5, shall be subject to (and provide written copies of) any Orders entered, communications from or approvals or authorizations granted or required, by or under (i) the Bankruptcy Court or the Bankruptcy Code (including with any Governmental Body in connection with the Bankruptcy CasesContemplated Transactions; (c) In the event any Legal Proceeding by any Governmental Body or other Person is commenced that questions the validity or legality of the Contemplated Transactions or seeks Damages in connection therewith, the parties shall (i) cooperate and use all reasonable efforts to defend against such claim, action, suit, investigation or other proceeding, (ii) in the Canadian Court event an injunction or other order is issued in any such action, suit or other proceeding, use all reasonable efforts to have such injunction or other order lifted and (iii) cooperate reasonably regarding any other impediment to the CCAA (including in connection with the Canadian Recognition Proceedings), Sellers’ debtor-in-possession financing, and Sellers’ obligations as debtors in possession to comply with any Order consummation of the Bankruptcy Court Contemplated Transactions; and (d) The Acquired Companies shall give all notices to third parties and use its best efforts (in consultation with Purchaser) to obtain all third-party Consents (i) necessary, proper or advisable to consummate the Contemplated Transactions, (ii) required to be given or obtained or (iii) required to prevent a Material Adverse Effect, whether prior to, on or following the Closing Date, including but not limited to the Bidding Procedures Order notices and the Sale Order), any Order Consents identified on Parts 2.6(c) and 2.6(d) of the Canadian Court (including the Canadian Bidding Procedures Recognition Order and the Canadian Sale Recognition OrderCompany Disclosure Schedule), and Sellers’ duty to seek and obtain the highest or otherwise best price for the Acquired Assets as required by the Bankruptcy Code.

Reasonable Efforts/Cooperation. (a) Subject to the other terms of this Agreement, each Party shall, and shall cause its Subsidiaries Advisors to, use its and their respective reasonable best efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable to cause the Transactions transactions contemplated herein and by the other Transaction Agreements to be effected as soon as practicable, but in any event on or prior to the Outside Date, in accordance with the terms hereof and to cooperate with each other Party, its Affiliates Party and its and their respective Advisors in connection with any step required to be taken as a part of its obligations hereunderhereunder and to assist in connection with the Bankruptcy Cases. Notwithstanding the foregoing or anything else herein to the contraryExcept as otherwise provided herein, the “reasonable best efforts” of Sellers a Party for the purposes of this Section 6.5 will not require Sellers such Party or any of its Affiliates or other Seller Parties Advisors to expend any money to remedy any breach of any representation or warranty, to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego forgo any right, remedy or condition hereunder. For the avoidance of doubt, the Parties agree that the foregoing cannot be construed to create any obligation on any of the aforementioned Advisors to take or refrain from taking any action, absent an express contractual requirement to do so, nor can any of the foregoing be construed to override existing confidentiality and other obligations owed by any Party or other Person to such Advisors. (b) The obligations of Sellers pursuant to this Agreement, including this Section 6.5, shall be subject to any Orders entered, or approvals or authorizations granted or required, by or under (i) the Bankruptcy Court or the Bankruptcy Code (including in connection with the Bankruptcy Cases) and (ii) the Canadian Court or the CCAA (including in connection with the Canadian Recognition Proceedings), Sellers’ debtor-in-possession financing, and Sellers’ obligations as debtors in possession to comply with any Order of the Bankruptcy Court (including the Bidding Procedures Order and the Sale Order), any Order of the Canadian Court (including the Canadian Bidding Procedures Recognition Order and the Canadian Sale Recognition Order)Court, and Sellers’ duty to seek and obtain the highest or otherwise best price for the Acquired Assets as required by the Bankruptcy Code. (c) Subject to the other terms of this Agreement, each Party shall, and shall cause its Advisors to, use its reasonable best efforts to negotiate and execute the Transition Services Agreement, of which the material terms in relation to expected services and payments therefor are attached hereto as Exhibit E, prior to the Closing Date. (d) Prior to the Closing, Sellers will reasonably cooperate with Purchaser to provide information and assistance to facilitate Purchaser’s efforts to pursue readiness to operate the Acquired Assets as a standalone business on the Closing Date.

Reasonable Efforts/Cooperation. (a) Subject to the other terms of this Agreement, each Party Seller shall, and shall cause its Subsidiaries to, use its respective commercially reasonable efforts to assist Purchaser in its efforts to obtain any Permits set forth on Schedule 9.3(e), which such Permits are material to the operation of the Business, including making filings with the Government agencies, issuing power of attorneys to Purchaser, as necessary, and their providing access to personnel and books and records. (b) Seller shall, and shall cause its Subsidiaries to, use its respective commercially reasonable best efforts to assist Purchaser in its efforts to obtain any consents or approvals, including from any Governmental Body, that may be required to, in each case, expeditiously close the transactions contemplated by this Agreement. (c) Subject to the other provisions hereof, each Party shall use its commercially reasonable efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to cause the Transactions transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Outside Date, in accordance with the terms hereof and to shall cooperate in a commercially reasonable manner with each other Party, its Affiliates Party and its and their respective Advisors Representatives in connection with any step required to be taken as a part of its obligations hereunder. Notwithstanding the foregoing or anything else herein to the contrary, the “reasonable best efforts” of Sellers will not require Sellers or any of its Affiliates or other Seller Parties to expend any money to remedy any breach of any representation or warranty, to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For the avoidance of doubt, the Parties agree that the foregoing cannot be construed to create any obligation on any of the aforementioned Advisors to take or refrain from taking any action, absent an express contractual requirement to do so, nor can any of the foregoing be construed to override existing confidentiality and other obligations owed by any Party or other Person to such Advisors. (bd) The obligations of Sellers Seller pursuant to this Agreement, including this Section 6.5, 8.5 shall be subject to any Orders orders entered, or approvals or authorizations granted or required, by or under (i) the Bankruptcy Court or the Bankruptcy Code (including in connection with the Bankruptcy Cases) and (ii) the Canadian Court or the CCAA (including in connection with the Canadian Recognition Proceedings), Sellers’ and each of Seller’s obligations as a debtor-in-possession financing, and Sellers’ obligations as debtors in possession to comply with any Order order of the Bankruptcy Court (including the Bidding Procedures Order and the Sale Order), any Order of the Canadian Court (including the Canadian Bidding Procedures Recognition Order ) and the Canadian Sale Recognition Order), and Sellers’ Seller’s duty to seek and obtain the highest or otherwise best price for the Acquired Assets Business as required by the Bankruptcy Code. (e) Seller and Purchaser shall submit to CFIUS a draft notification of the transactions contemplated by this Agreement within fifteen (15) Business Days following (but not including) the date hereof or on such date as otherwise agreed by both parties, and shall make any pre-notification and notification filings required in connection with obtaining the CFIUS Approval, and providing any information requested by CFIUS or any other agency or branch of the United States government in connection with CFIUS’s review of the transactions contemplated by this Agreement. (f) Notwithstanding anything to the contrary contained in this Agreement, Seller and Purchaser hereby agree and acknowledge that nothing in this Agreement shall require, or be construed to require, in order to obtain any permits, consents, approvals or authorizations, or any terminations or waivers of any applicable waiting periods, Purchaser to propose, negotiate, or offer to effect, or consent or commit to, any terms, condition, or restrictions that are (i) reasonably likely to adversely impact Purchaser’s ability to own, govern, or operate any portion of the Business or ability to conduct any such portion of the Business substantially as conducted by Seller as of the date of this Agreement or (ii) reasonably likely to adversely impact the rights and benefits, taken as a whole, of Purchaser that would be conferred by the transactions contemplated by this Agreement. (g) Seller, on the one hand, and Purchaser, on the other hand, (i) shall promptly inform each other of any communication from any Governmental Body concerning this Agreement, the transactions contemplated hereby, and any filing, notification or request for approval, (ii) shall permit the other to review in advance, with a reasonable opportunity for comment thereon, any proposed written or material oral communication or information submitted to any such Governmental Body in response thereto and (iii) shall cooperate with and keep each other reasonably informed as to the status of and the processes and proceedings related to obtaining the approval by any Governmental Body of the transactions contemplated by this Agreement. In addition, none of the Parties shall agree to participate in any meeting with any Governmental Body in respect of any filings, investigation or other inquiry with respect to this Agreement or the transactions contemplated hereby, unless such Party consults with the other Parties in advance and, unless prohibited by any such Governmental Body, gives the other Parties the opportunity to attend and participate thereat, in each case to the maximum extent practicable. Subject to restrictions under any Law, each of Purchaser, on the one hand, and Seller, on the other hand, shall furnish the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective Representatives on the one hand, and the Governmental Body or members of its staff on the other hand, with respect to this Agreement, the transactions contemplated hereby (excluding documents and communications which are subject to preexisting confidentiality agreements or to the attorney-client privilege or work product doctrine or which refer to valuation of the Business) or any such filing, notification or request for approval. Each Party shall also furnish the other Party with such necessary information and assistance as such other Party and its Affiliates may reasonably request in connection with their preparation of necessary filings, registration or submissions of information to the Governmental Body in connection with this Agreement, the transactions contemplated hereby and any such filing, notification or request for approval.

Reasonable Efforts/Cooperation. (a) Subject to the other terms provisions of this Agreement, each Party shall, and shall cause its Subsidiaries to, use its and their respective commercially reasonable best efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to cause the Transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Outside Closing Date, in accordance with the terms hereof hereof, and to shall cooperate in a commercially reasonable manner with each other Party, its Affiliates Party and its and their respective Advisors Representatives in connection with any step act required to be taken as a part of its obligations hereunder. Notwithstanding the foregoing or anything else herein to the contrary, the “reasonable best efforts” of Sellers will not require Sellers or any of its Affiliates or other Seller Parties to expend any money to remedy any breach of any representation or warranty, to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For the avoidance of doubt, the Parties agree that the foregoing cannot be construed to create any obligation on any of the aforementioned Advisors to take or refrain from taking any action, absent an express contractual requirement to do so, nor can any of the foregoing be construed to override existing confidentiality and other obligations owed by any Party or other Person to such Advisors. (b) The obligations of Sellers pursuant to this Agreement, including this Section 6.5, 9.3 shall be subject to any Orders entered, orders entered or approvals or authorizations granted or required, by or under (i) the Bankruptcy Court or Court, requirements of the Bankruptcy Code (including in connection with the Bankruptcy Cases) and (ii) the Canadian Court or the CCAA (including in connection with the Canadian Recognition Proceedings), Sellers’ debtor-in-possession financing, and Sellers’ obligations as debtors in debtors-in-possession to comply with any Order order of the Bankruptcy Court (including the Bidding Procedures Order and the Sale Order), any Order of the Canadian Court (including the Canadian Bidding Procedures Recognition Order and the Canadian Sale Recognition Order), and Sellers’ duty to seek and to obtain the highest or otherwise best price for the Acquired Assets Business as required by the Bankruptcy Code. (c) Subject to the provisions of Section 12.1 hereof, Sellers, on one hand, and Purchaser, on the other hand, will provide each other with such cooperation and information as either of them may reasonably request of the other in connection with filing any tax return, amended tax return or claim for refund, determining a liability for Taxes, or participating in or conducting any audit or other proceeding in respect of Taxes (such cooperation and information shall include providing copies of relevant tax returns or portions thereof, together with any intercompany schedules, related work papers and documents relating to rulings and other determinations by Tax authorities). In addition, Purchaser shall make available to Sellers, without charge to Sellers, such office space and employee support reasonably necessary to assist Sellers to wind up Sellers’ operations following the Closing, resolve the Bankruptcy Cases, dissolve each Seller and prepare and file tax returns. Any information obtained under this Section 9.3(c) shall be kept confidential except as may be otherwise necessary in connection with the filing of tax returns or claims for refund or in conducting any audit or other proceeding. (d) Subject to the provisions of Section 12.1 hereof, each Party shall furnish the other Parties with such necessary information and assistance as such other Parties may reasonably request in connection with their preparation of necessary filings, registration or submissions of information to a Governmental Body in connection with this Agreement, the Transactions contemplated hereby and any such filing, notification or request for approval in connection with this Agreement.

Reasonable Efforts/Cooperation. (a) Subject Upon the terms and subject to the other terms of conditions set forth in this Agreement, each Party shallthe Company and Purchaser shall use commercially reasonable efforts to obtain in a timely manner all necessary waivers, consents (including in the case of the Company any required Leased Real Property landlord consents and in connection with the Corporate Reorganization) and approvals and to effect all necessary registrations and filings, and shall cause its Subsidiaries to, to use its and their respective commercially reasonable best efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable to cause consummate and make effective as promptly as practicable the Transactions transactions contemplated by this Agreement including, without limitation, (i) cooperating in responding to be effected as soon as practicableinquiries from, but in and making presentations to, regulatory authorities and (ii) defending against and responding to any event on action, suit, proceeding, or prior investigation, whether judicial or administrative, challenging or relating to this Agreement, or the Outside Datetransactions contemplated hereby, in accordance with the terms hereof and including seeking to cooperate with each have any stay or temporary restraining order entered by any court or other Party, its Affiliates and its and their respective Advisors in connection with any step required to be taken as a part of its obligations hereunderGovernmental Entity vacated or reversed. Notwithstanding the foregoing foregoing, in no event shall any party’s cooperation require such party to make any payments to any third parties (other than de minimis review and consent payments required by the terms of applicable Contracts with third parties, which, except as set forth in Section 6.04(b), shall be borne by Seller), to undertake litigation or anything else herein with respect to the contraryCompany, the “reasonable best efforts” of Sellers will not require Sellers to amend or waive any of its Affiliates or other Seller Parties to expend any money to remedy any breach provision of any representation Contract between any Company Entity and any third party unless such amendment or warranty, waiver is reasonably acceptable to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For the avoidance of doubt, the Parties agree that the foregoing cannot be construed to create any obligation on any of the aforementioned Advisors to take or refrain from taking any action, absent an express contractual requirement to do so, nor can any of the foregoing be construed to override existing confidentiality both Seller and other obligations owed by any Party or other Person to such AdvisorsPurchaser. (b) The obligations Without limiting the generality of Sellers Section 6.04(a), promptly following the execution of this Agreement and in any event within fifteen (15) Business Days of the date hereof, Seller and Purchaser will make appropriate filings under the German Act against Restraints of Competition, as amended (the “ARC Act”), and the Polish Act on Competition and Consumer Protection, as amended (the “ACCP Act”), with respect to the transactions contemplated by this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the ARC Act and ACCP Act and to take all other actions reasonably necessary, proper or advisable to obtain all approvals, waivers, consents and expirations or terminations of the applicable waiting periods under any applicable antitrust Law as soon as reasonably practicable. The parties shall in good faith cooperate in all respects with each other in connection with any filing or submission under the respective ARC Act and ACCP Act and in connection with any investigation or other inquiry related thereto. Purchaser shall be responsible for all fees imposed on the parties under the ARC Act and the ACCP Act. (c) Each of Purchaser and Seller shall promptly notify the other parties hereto of any non-routine, material written communication made to or received by either Purchaser or its Affiliates and/or Seller or its Affiliates, as the case may be, from any antitrust Governmental Entity regarding any of the transactions contemplated hereby, and, subject to applicable Law, if reasonably practicable, permit the other parties hereto to review in advance any proposed non-routine, material written communication to any such antitrust Governmental Entity, provided that neither Purchaser nor Seller shall be required to provide to each other with any documents or other materials related to a party’s valuation of the transactions contemplated by this Agreement, including and make good faith efforts to incorporate the other parties’ reasonable comments, and not agree to participate in any substantive meeting or discussion with any such antitrust Governmental Entity in respect of any filing, investigation or inquiry concerning this Section 6.5Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable, it consults with the other parties hereto in advance and, to the extent permitted by such antitrust Governmental Entity, gives the other parties the opportunity to attend, and furnish the other parties with copies of all material correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand and any such antitrust Governmental Entity or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby, provided that neither Purchaser nor Seller shall be subject required to provide to each other with any Orders entereddocuments or other materials related to a party’s valuation of the transactions contemplated by this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, in no event will Purchaser or Seller, or approvals any of their respective Affiliates, be obligated to propose, or authorizations granted agree to accept, any undertaking or requiredcondition, to enter into any consent decree, to make any divestiture, to accept any operational restriction, or take any other action that would reasonably be likely to limit the business activities of Purchaser or Seller, respectively, or any of their respective Affiliates (including, with respect to Purchaser, the Company Entities after the Closing). (e) Purchaser shall not, and shall cause its subsidiaries and controlled Affiliates not to, acquire or agree to acquire, by merging with or under into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation would reasonably be expected to: (i) impose any material delay in the Bankruptcy Court obtaining of, or materially increase the risk of not obtaining, any consents of any Governmental Entity necessary to consummate the transactions contemplated hereby or the Bankruptcy Code (including in connection with the Bankruptcy Cases) and expiration or termination of any applicable waiting period; (ii) materially increase the Canadian Court or risk of any Governmental Entity entering an Order prohibiting the CCAA (including in connection with the Canadian Recognition Proceedings), Sellers’ debtor-in-possession financing, and Sellers’ obligations as debtors in possession to comply with any Order consummation of the Bankruptcy Court transactions contemplated hereby; (including iii) materially increase the Bidding Procedures risk of not being able to remove any such Order and on appeal or otherwise; or (iv) materially delay or prevent the Sale Order), any Order consummation of the Canadian Court (including the Canadian Bidding Procedures Recognition Order and the Canadian Sale Recognition Order), and Sellers’ duty to seek and obtain the highest or otherwise best price for the Acquired Assets as required by the Bankruptcy Codetransactions contemplated hereby.

Reasonable Efforts/Cooperation. (ai) Subject to Each of the other terms of this Agreement, each Party shall, and Parties shall cause its Subsidiaries to, use its and their respective reasonable best efforts (subject to, and in accordance with applicable Law) to perform its and their respective obligations hereunder and to taketake promptly, or cause to be takentaken promptly, all actions, and doto do promptly, or cause to be donedone promptly, and to assist and cooperate with the other Parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by and carry out the intent and purposes of this Agreement, including adopting plans or plan amendments and using reasonable best efforts to obtain satisfaction of the conditions precedent to each Party’s obligations hereunder within its reasonable control and to perform all covenants and agreements HEREIN APPLICABLE TO SUCH PARTY AND (II) NONE OF THE PARTIES WILL, WITHOUT THE PRIOR WRITTEN CONSENT OF ANY OTHER APPLICABLE PARTY, TAKE ANY ACTION WHICH WOULD REASONABLY BE EXPECTED TO PREVENT OR MATERIALLY IMPEDE, INTERFERE WITH OR DELAY THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. Without limiting the generality of the foregoing provisions of this Section 10.2, (A) where the cooperation of third parties, such as insurers or trustees, would be necessary in order for a Party to completely fulfill its obligations under this Agreement, such Party shall use reasonable best efforts to cause such third parties to provide such cooperation, (B) each of the Transactions to be effected as soon as practicable, but in Parties shall cooperate on any event on or prior issue relating to the Outside Datetransactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the IRS, in accordance an advisory opinion from the Department of Labor or any other filing, consent or approval with respect to or by a Governmental Authority (C) each of the terms hereof and to Parties shall cooperate with each other Party, its Affiliates and its and their respective Advisors in connection with any step required to be taken as a part of its obligations hereunder. Notwithstanding the foregoing or anything else herein to the contrary, the “reasonable best efforts” of Sellers will not require Sellers or any of its Affiliates or other Seller Parties to expend any money to remedy any breach audits of any representation Benefit Arrangement or warrantypayroll services with respect to which such Party may have Information, to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For the avoidance (D) each of doubt, the Parties agree that shall cooperate in coordinating each of their respective payroll systems and to implement the foregoing cannot be construed to create any obligation on any actions contemplated under Section 8.3, (E) each of the aforementioned Advisors to take or refrain from taking any action, absent an express contractual requirement to do so, nor can any of the foregoing be construed to override existing confidentiality and other obligations owed by any Party or other Person to such Advisors. (b) The obligations of Sellers pursuant to this Agreement, including this Section 6.5, parties shall be subject to any Orders entered, or approvals or authorizations granted or required, by or under (i) the Bankruptcy Court or the Bankruptcy Code (including cooperate in good faith in connection with the Bankruptcy Cases) notification and (ii) the Canadian Court or the CCAA (including in connection consultation with the Canadian Recognition Proceedings)works councils, Sellers’ debtor-in-possession financing, labor unions and Sellers’ obligations as debtors in possession to comply with any Order other employee representatives of employees of the Bankruptcy Court (including the Bidding Procedures Order and the Sale Order), any Order of the Canadian Court (including the Canadian Bidding Procedures Recognition Order and the Canadian Sale Recognition Order), and Sellers’ duty to seek and obtain the highest or otherwise best price for the Acquired Assets as required by the Bankruptcy CodeNewco Group.

Reasonable Efforts/Cooperation. (a) Subject to the other terms of this Agreement, each Party shall, and shall cause its Subsidiaries Advisors to, use its and their respective reasonable best efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable to cause the Transactions transactions contemplated herein and by the other Transaction Agreements to be effected as soon as practicable, but in any event on or prior to the Outside Date, in accordance with the terms hereof and to cooperate with each other Party, its Affiliates Party and its and their respective Advisors in connection with any step required to be taken as a part of its obligations hereunder. Notwithstanding the foregoing or anything else herein to the contrary, the The “reasonable best efforts” of Sellers Seller will not require Sellers Seller or any of its Affiliates or other Seller Parties Advisors to expend any money to remedy any breach of any representation or warranty, to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For Notwithstanding anything herein to the avoidance of doubtcontrary, Purchaser shall take, and shall cause its Affiliates to take, all actions necessary or appropriate to obtain all Governmental Authorizations and to avoid or eliminate each and every impediment under any applicable Law or otherwise so as to enable the Parties agree that the foregoing cannot be construed to create any obligation on any consummation of the aforementioned Advisors transactions contemplated by this Agreement and the other Transaction Agreements to take or refrain from taking occur as soon as possible (and in any action, absent an express contractual requirement event prior to do so, nor can any of the foregoing be construed to override existing confidentiality and other obligations owed by any Party or other Person to such AdvisorsOutside Date). (b) The obligations of Sellers Seller pursuant to this Agreement, including this Section 6.56.3, shall be subject to any Orders entered, or approvals or authorizations granted or required, by or under (i) the Bankruptcy Court or the Bankruptcy Code (including in connection with the Bankruptcy Cases) and (ii) the Canadian Court or the CCAA (including in connection with the Canadian Recognition ProceedingsCase), Sellers’ Seller’s debtor-in-possession financing, and Sellers’ Seller’s obligations as debtors in a debtor-in-possession to comply with any Order of the Bankruptcy Court (including the Bidding Procedures Order and the Sale Order), any Order of the Canadian Court (including the Canadian Bidding Procedures Recognition Order ) and the Canadian Sale Recognition Order), and Sellers’ Seller’s duty to seek and obtain the highest or otherwise best price for the Acquired Assets as required by the Bankruptcy Code.

Reasonable Efforts/Cooperation. (a) Subject to the other terms of this Agreementprovisions hereof, each Party shall, and party shall cause its Subsidiaries to, use its and their respective reasonable best reasonable, good faith efforts to perform its obligations under this Agreement and their respective obligations hereunder the Related Agreements and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Laws to cause the Contemplated Transactions to be effected as soon as practicable, but in any event on or prior to the Outside Date, practicable in accordance with the terms hereof of this Agreement and to the Related Agreements and shall cooperate fully with each other Party, its Affiliates party and its and their respective Advisors Representatives in connection with any step required to be taken as a part of its obligations hereunder. Notwithstanding hereunder and thereunder, including the foregoing following: (a) each party shall promptly make its filings and submissions and shall take all actions necessary, proper or anything else herein advisable under applicable Laws to the contrary, the “reasonable best efforts” of Sellers will not require Sellers or obtain any of its Affiliates or other Seller Parties to expend any money to remedy any breach required approval of any representation or warranty, to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For Governmental Body with jurisdiction over the avoidance of doubt, the Parties agree that the foregoing cannot be construed to create any obligation on any of the aforementioned Advisors to take or refrain from taking any action, absent an express contractual requirement to do so, nor can any of the foregoing be construed to override existing confidentiality and other obligations owed by any Party or other Person to such Advisors.Contemplated Transactions; (b) The obligations each party shall promptly notify the other parties of Sellers pursuant (and provide written copies of) any communications from or with any Governmental Body in connection with the Contemplated Transactions; (c) in the event any Proceeding by any Governmental Body or other Person is commenced that questions the validity or legality of the Contemplated Transactions or seeks Damages in connection therewith, the parties shall (i) cooperate and use all reasonable efforts to this Agreementdefend against such Proceeding, (ii) in the event an Order is issued in any such action, suit or other Proceeding, use all reasonable efforts to have such Order lifted and (iii) cooperate reasonably regarding any other impediment to the consummation of the Contemplated Transactions; (d) Redfield shall give all notices to third parties and use its best efforts (in consultation with Gevo Development) to obtain all third-party consents (i) necessary, proper or advisable to consummate the Contemplated Transactions, (ii) required to be given or obtained or (iii) required to prevent a Material Adverse Effect; (e) each party shall work with the other parties to optimize Redfield’s relationships with state regulatory authorities and establish the parties’ sustainability expectations; (f) each party shall prioritize environmental, health and safety issues and implement policies and procedures, including, without limitation, a zero tolerance policy for all activities related to construction and operations, with the goal of Redfield performing at the top quartile of chemical and manufacturing companies; (g) each party shall comply with all legal and regulatory requirements related to construction and operations and shall establish a Behavior Based System (“BBS”) to drive continuous improvement in all areas of performance, including this Section 6.5its environmental, health and safety practices, it being understood that each party shall pay for its own employees’ salaries, benefits, travel and other expenses to develop and deploy the new policies and procedures, including BBS; (h) each party shall ensure that all investigations into environmental, health and safety incidents during the Retrofit are investigated using a robust root cause analysis tool, that such investigations are initiated within 24 hours of each such incident, and that a Representative with decision-making authority from each party, as well as any involved contractor, shall be subject to any Orders entered, or approvals or authorizations granted or required, by or under actively involved in the investigation and resolution of all such incidents; and (i) the Bankruptcy Court or the Bankruptcy Code (including in connection with the Bankruptcy Cases) and (ii) the Canadian Court or the CCAA (including in connection with the Canadian Recognition Proceedings), Sellers’ debtor-in-possession financing, and Sellers’ obligations as debtors in possession to comply with any Order of the Bankruptcy Court (including the Bidding Procedures Order and the Sale Order), any Order of the Canadian Court (including the Canadian Bidding Procedures Recognition Order and the Canadian Sale Recognition Order), and Sellers’ duty to seek and obtain the highest or otherwise best price parties shall approve a safety supervisor for the Acquired Assets as required by Retrofit, it being understood that ICM shall select the Bankruptcy Codesafety supervisor, subject to the right of each of Gevo Development and Redfield to veto such selection.

Reasonable Efforts/Cooperation. (a) Subject to the other terms of this Agreement, each Party shall, and shall cause its Subsidiaries to, use its and their respective reasonable best efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable to cause the Transactions to be effected as soon as practicable, but in any event on or prior to the Outside Date, in accordance with the terms hereof and to cooperate with each other Party, its Affiliates and its and their respective Advisors in connection with any step required to be taken as a part of its obligations hereunder. Notwithstanding the foregoing or anything else herein to the contrary, the “reasonable best efforts” of Sellers will not require Sellers or any of its Affiliates or other Seller Parties to expend any money to remedy any breach of any representation or warranty, to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For the avoidance of doubt, the Parties agree that the foregoing cannot be construed to create any obligation on any of the aforementioned Advisors to take or refrain from taking any action, absent an express contractual requirement to do so, nor can any of the foregoing be construed to override existing confidentiality and other obligations owed by any Party or other Person to such Advisors. (b) The obligations of Sellers pursuant to this Agreement, including this Section 6.5, shall be subject to any Orders entered, or approvals or authorizations granted or required, by or under (i) the Bankruptcy Court or the Bankruptcy Code (including in connection with the Bankruptcy Cases) and (ii) the Canadian Court or the CCAA (including in connection with the Canadian Recognition Proceedings), Sellers’ debtor-in-possession financing, and Sellers’ obligations as debtors in possession to comply with any Order of the Bankruptcy Court (including the Bidding Procedures Order and the Sale Order), any Order of the Canadian Court (including the Canadian Bidding Procedures Recognition Order and the Canadian Sale Recognition Order), and Sellers’ duty to seek and obtain the highest or otherwise best price for the Acquired Assets as required by the Bankruptcy Code.

Reasonable Efforts/Cooperation. (a) Subject Upon the terms and subject to the other terms of conditions set forth in this Agreement, each Party shallthe applicable Company Entity and Purchaser shall use commercially reasonable efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and shall cause its Subsidiaries to, to use its and their respective commercially reasonable best efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable to cause consummate and make effective as promptly as practicable the Transactions transactions contemplated by this Agreement including, without limitation, (i) cooperating in responding to be effected as soon as practicableinquiries from, but in and making presentations to, regulatory authorities and (ii) defending against and responding to any event on action, suit, proceeding, or prior investigation, whether judicial or administrative, challenging or relating to this Agreement, or the Outside Datetransactions contemplated hereby, in accordance with the terms hereof and including seeking to cooperate with each have any stay or temporary restraining order entered by any court or other Party, its Affiliates and its and their respective Advisors in connection with any step required to be taken as a part of its obligations hereunderGovernmental Entity vacated or reversed. Notwithstanding the foregoing foregoing, in no event shall any party’s cooperation require such party to make any payments to any third parties (other than review and consent payments required by the terms of applicable Contracts with third parties that are not material, which shall be borne by Seller), to undertake litigation or anything else herein with respect to the contraryCompany Entities, the “reasonable best efforts” of Sellers will not require Sellers to amend or waive any of its Affiliates or other Seller Parties to expend any money to remedy any breach provision of any representation or warranty, to commence Contract between any Action, to waive or surrender Company Entity and any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For the avoidance of doubt, the Parties agree that the foregoing cannot be construed to create any obligation on any of the aforementioned Advisors to take or refrain from taking any action, absent an express contractual requirement to do so, nor can any of the foregoing be construed to override existing confidentiality and other obligations owed by any Party or other Person to such Advisorsthird party. (b) The obligations Each of Sellers pursuant Purchaser and Seller shall promptly notify each other of any written communication made to or received by either Purchaser or its Affiliates and/or Seller or its Affiliates, as the case may be, from any antitrust Governmental Entity regarding any of the transactions contemplated hereby, and, subject to applicable Law, if reasonably practicable, permit the other parties hereto to review in advance any proposed non-routine, material written communication to any such antitrust Governmental Entity, provided that neither Purchaser nor Seller shall be required to provide to each other with any documents or other materials related to a party’s valuation of the transactions contemplated by this Agreement, including and make good faith efforts to incorporate the other parties’ reasonable comments, and not agree to participate in any substantive meeting or discussion with any such antitrust Governmental Entity in respect of any filing, investigation or inquiry concerning this Section 6.5Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable, it consults with the other parties hereto in advance and, to the extent permitted by such antitrust Governmental Entity, gives the other parties the opportunity to attend, and furnish the other parties with copies of all material correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand and any such antitrust Governmental Entity or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby, provided that neither Purchaser nor Seller shall be subject required to provide to each other with any Orders entereddocuments or other materials related to a party’s valuation of the transactions contemplated by this Agreement. (c) Notwithstanding anything in this Agreement to the contrary, in no event will Purchaser or Seller, or approvals any of their respective Affiliates, be obligated to propose, or authorizations granted or required, by or under (i) the Bankruptcy Court or the Bankruptcy Code (including in connection with the Bankruptcy Cases) and (ii) the Canadian Court or the CCAA (including in connection with the Canadian Recognition Proceedings), Sellers’ debtor-in-possession financing, and Sellers’ obligations as debtors in possession agree to comply with any Order of the Bankruptcy Court (including the Bidding Procedures Order and the Sale Order)accept, any Order undertaking or condition, to enter into any consent decree, to make any divestiture, to accept any operational restriction, or to take any other action that would reasonably be likely to limit the business activities of Purchaser or Seller, respectively, or any of their respective Affiliates (including, with respect to Purchaser, the Canadian Court (including Company Entities after the Canadian Bidding Procedures Recognition Order and the Canadian Sale Recognition OrderClosing), and Sellers’ duty to seek and obtain the highest or otherwise best price for the Acquired Assets as required by the Bankruptcy Code.

Reasonable Efforts/Cooperation. (a) Subject to the other terms of this Agreementprovisions hereof, each Party shall, and shall cause its Subsidiaries to, use its and their respective commercially reasonable best efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to cause the Transactions transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Outside Date, in accordance with the terms hereof and to shall cooperate in a commercially reasonable manner with each other Party, its Affiliates Party and its and their respective Advisors Representatives in connection with any step required to be taken as a part of its obligations hereunder. Notwithstanding the foregoing or anything else herein to the contrary, the “reasonable best efforts” of Sellers will not require Sellers or any of its Affiliates or other Seller Parties to expend any money to remedy any breach of any representation or warranty, to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For the avoidance of doubt, the Parties agree that the foregoing cannot be construed to create any obligation on any of the aforementioned Advisors to take or refrain from taking any action, absent an express contractual requirement to do so, nor can any of the foregoing be construed to override existing confidentiality and other obligations owed by any Party or other Person to such Advisors. (b) In the event that any of the Parties to this Agreement discovers a Contract related to the Business, the Purchased Assets or the Assumed Liabilities during the period from and after the Agreement Date, and such Contract (i) was unknown as of the Agreement Date, (ii) is a Contract that Purchaser wishes to assume the rights and obligations of and (iii) such Contract would not be deemed a Rejected Contract by Seller, Purchaser and Seller shall execute, acknowledge and deliver such other instruments and take such further actions as are reasonably practicable for Purchaser to assume the rights and obligations under such Contract. (c) The obligations of Sellers Seller pursuant to this Agreement, including this Section 6.5, 8.5 shall be subject to any Orders orders entered, or approvals or authorizations granted or required, by or under (i) the Bankruptcy Court or the Bankruptcy Code (including in connection with the Bankruptcy Cases) and (ii) the Canadian Court or the CCAA (including in connection with the Canadian Recognition Proceedings), Sellersand each of Seller’ obligations as a debtor-in-possession financing, and Sellers’ obligations as debtors in possession to comply with any Order order of the Bankruptcy Court (including the Bidding Procedures Order and the Sale Order), any Order of the Canadian Court (including the Canadian Bidding Procedures Recognition Order and the Canadian Sale Recognition Order), ) and Sellers’ duty to seek and obtain the highest or otherwise best price for the Acquired Assets Business as required by the Bankruptcy Code. (d) Sellers, on the one hand, and Purchaser, on the other hand, will provide each other with such cooperation and information as either of them may reasonably request of the other in connection with filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, or participating in or conducting any audit or other proceeding in respect of Taxes (such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings and other determinations by Tax authorities). In addition, Purchaser shall make available to Sellers, without charge to Sellers, such office space and employee support reasonably necessary to assist Sellers to wind up Sellers’ operations following the Closing, resolve the Bankruptcy Cases, dissolve any or all of the Sellers and prepare and file the Tax Returns. Any information obtained under this Section 8.5(d) shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other proceeding. (e) Sellers, on the one hand, and Purchaser, on the other hand, (i) shall promptly inform each other of any communication from any Governmental Body concerning this Agreement, the transactions contemplated hereby, and any filing, notification or request for approval and (ii) shall permit the other to review in advance any proposed written or material oral communication or information submitted to any such Governmental Body in response thereto. In addition, none of Parties shall agree to participate in any meeting with any Governmental Body in respect of any filings, investigation or other inquiry with respect to this Agreement or the transactions contemplated hereby, unless such Party consults with the other Parties in advance and, to the extent permitted by any such Governmental Body, gives the other Parties the opportunity to attend and participate thereat, in each case to the maximum extent practicable. Subject to restrictions under any Law, each of Purchaser, on the one hand, and Sellers, on the other hand, shall furnish the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective Representatives on the one hand, and the Governmental Body or members of its staff on the other hand, with respect to this Agreement, the transactions contemplated hereby (excluding documents and communications which are subject to preexisting confidentiality agreements or to the attorney-client privilege or work product doctrine or which refer to valuation of the Business) or any such filing, notification or request for approval. Each Party shall also furnish the other Party with such necessary information and assistance as such other Party and its Affiliates may reasonably request in connection with their preparation of necessary filings, registration or submissions of information to the Governmental Body in connection with this Agreement, the transactions contemplated hereby and any such filing, notification or request for approval.

Reasonable Efforts/Cooperation. (a) Subject to the other terms of this AgreementAgreement provisions hereof, each Party shall, and shall cause its Subsidiaries Advisors to, use its and their respective reasonable best efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable necessary under applicable Law to cause the Transactions transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Outside Date, in accordance with the terms hereof and to cooperate with each other Party, its Affiliates Party and its and their respective Advisors in connection with any step required to be taken as a part of its obligations hereunder. Notwithstanding the foregoing or anything else herein to the contrary, the The “reasonable best efforts” of Sellers the Company or Purchaser will not not, except as expressly required hereunder, require Sellers the Company, Purchaser or any of its their respective Subsidiaries, Affiliates or other Seller Parties Advisors to expend any money money, to remedy any breach of any representation or warranty, to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For the avoidance of doubt, the Parties agree that the foregoing cannot be construed to create any obligation on any of the aforementioned Advisors to take or refrain from taking any action, absent an express contractual requirement to do so, nor can any of the foregoing be construed to override existing confidentiality and other obligations owed by any Party or other Person to such Advisors. (b) The obligations of Sellers the Company pursuant to this Agreement, including this Section 6.56.4, shall be subject to any Orders entered, or approvals or authorizations granted or required, by or under (i) the Bankruptcy Court or the Bankruptcy Code (including in connection with the Bankruptcy Cases) and (ii) the Canadian Court or the CCAA (including in connection with the Canadian Recognition ProceedingsCase), the DIP Facility, and each of Sellers’ obligations as a debtor-in-possession financing, and Sellers’ obligations as debtors in possession to comply with any Order of the Bankruptcy Court (including the Bidding Procedures Order and the Sale Order), any Order of the Canadian Court (including the Canadian Bidding Procedures Recognition Order and the Canadian Sale Recognition Order), ) and Sellers’ duty to seek and obtain the highest or otherwise best price for the Acquired Assets as required by the Bankruptcy Code.

Reasonable Efforts/Cooperation. (a) Subject to the other terms of this Agreementprovisions hereof, each Party shall, and shall cause its Subsidiaries to, use its and their respective commercially reasonable best efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to cause the Transactions transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Outside Date, in accordance with the terms hereof and to shall cooperate in a commercially reasonable manner with each other Party, its Affiliates Party and its and their respective Advisors Representatives in connection with any step required to be taken as a part of its obligations hereunder. Notwithstanding the foregoing or anything else herein to the contrary, the “reasonable best efforts” of Sellers will not require Sellers or any of its Affiliates or other Seller Parties to expend any money to remedy any breach of any representation or warranty, to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For the avoidance of doubt, the Parties agree that the foregoing cannot be construed to create any obligation on any of the aforementioned Advisors to take or refrain from taking any action, absent an express contractual requirement to do so, nor can any of the foregoing be construed to override existing confidentiality and other obligations owed by any Party or other Person to such Advisors. (b) In the event that any of the Parties to this Agreement discovers a Contract related to the Business, the Purchased Assets or the Assumed Liabilities during the period from and after the Agreement Date, and such Contract (i) was unknown as of the Agreement Date, (ii) is a Contract that Purchaser wishes to assume the rights and obligations of and (iii) would not be deemed a Rejected Contract by Seller, Purchaser and Seller shall execute, acknowledge and deliver such other instruments and take such further actions as are reasonably practicable for Purchaser to assume the rights and obligations under such Contract. (c) The obligations of Sellers Seller pursuant to this Agreement, including this Section 6.5, 8.5 shall be subject to any Orders orders entered, or approvals or authorizations granted or required, by or under (i) the Bankruptcy Court or the Bankruptcy Code (including in connection with the Bankruptcy Cases) and (ii) the Canadian Court or the CCAA (including in connection with the Canadian Recognition ProceedingsCase), Sellers’ and Seller’s obligations as a debtor-in-possession financing, and Sellers’ obligations as debtors in possession to comply with any Order order of the Bankruptcy Court (including the Bidding Procedures Order and the Sale Order), any Order of the Canadian Court (including the Canadian Bidding Procedures Recognition Order ) and the Canadian Sale Recognition Order), and Sellers’ Seller’s duty to seek and obtain the highest or otherwise best price for the Acquired Assets Business as required by the Bankruptcy Code. (d) Seller, on the one hand, and Purchaser, on the other hand, will provide each other with such cooperation and information as either of them may reasonably request of the other in connection with filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, or participating in or conducting any audit or other proceeding in respect of Taxes (such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings and other determinations by Tax authorities). In addition, Purchaser shall make available to Seller, without charge to Seller, such office space and employee support reasonably necessary to assist Seller to wind up Seller’s operations following the Closing, resolve the Bankruptcy Case, dissolve any or all of the Seller and prepare and file the Tax Returns; provided Seller follows Purchaser’s reasonable instructions while using Purchaser’s premises. Any information obtained under this Section 8.5(d) shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other proceeding. (e) Subject to Section 8.5(f), as soon as reasonably practicable (and, in any event, within five (5) Business Days, or a later date as agreed by the Parties) following entry of the Bidding Procedures Order, Seller, on the one hand, and Purchaser, on the other hand, shall each prepare and file, or cause to be prepared and filed, any notifications required to be filed under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, and request early termination of the waiting period under the HSR Act. Purchaser, on the one hand, and Seller, on the other hand, shall promptly respond to any requests for additional information or documentary materials in connection with such filings and shall take all other actions necessary to cause the waiting periods under the HSR Act to terminate or expire at the earliest practicable date after the date of filing. Purchaser on the one hand and Seller on the other, shall each pay 50% of the applicable filing fee under the HSR Act, and each Party shall be responsible for payment of its own respective costs and expenses (including attorneys’ fees and other legal fees and expenses) associated with the preparation of its portion of any antitrust filings. (f) Seller, on the one hand, and Purchaser, on the other hand, (i) shall promptly inform each other of any communication from any Governmental Body concerning this Agreement, the transactions contemplated hereby, and any filing, notification or request for approval and (ii) shall permit the other to review in advance any proposed written or material oral communication or information submitted to any such Governmental Body in response thereto. In addition, none of Parties shall agree to participate in any meeting with any Governmental Body in respect of any filings, investigation or other inquiry with respect to this Agreement or the transactions contemplated hereby, unless such Party consults with the other Parties in advance and, to the extent permitted by any such Governmental Body, gives the other Parties the opportunity to attend and participate thereat, in each case to the maximum extent practicable. Subject to restrictions under any Law, each of Purchaser, on the one hand, and Seller, on the other hand, shall furnish the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective Representatives on the one hand, and the Governmental Body or members of its staff on the other hand, with respect to this Agreement, the transactions contemplated hereby (excluding documents and communications which are subject to preexisting confidentiality agreements or to the attorney-client privilege or work product doctrine or which refer to valuation of the Business) or any such filing, notification or request for approval. Each Party shall also furnish the other Party with such necessary information and assistance as such other Party and its Affiliates may reasonably request in connection with their preparation of necessary filings, registration or submissions of information to the Governmental Body in connection with this Agreement, the transactions contemplated hereby and any such filing, notification or request for approval. (g) In the event that any of the Updating Information discloses a Contract, Permit, required notice or consent related to the Business, the Purchased Assets or the Assumed Liabilities during the period from and after the Agreement Date, and such Contract, Permit, required notice or consent (i) is a Contract, Permit, required notice or consent that Purchaser wishes, or that affects the assignability or ability of Purchaser, to assume the rights and obligations of and (ii) would not be deemed a Rejected Contract by Seller or an Excluded Asset or Excluded Liability, as the case may be, Purchaser and Seller shall execute, acknowledge and deliver such other documents, agreements and instruments and take such further actions as are reasonably required by Purchaser in order to assume the rights and obligations under such Contract or Permit, or to deliver such required notice or obtain such consent. (h) Seller agrees to fully cooperate in the transfer of all records, documents, information (“Company Information”), including records, documents and information in electronic form, owned by Seller, or relating to Seller’s operations or financial condition, to Purchaser’s computer systems promptly following the Closing if such Company Information is located at any Affiliate location, or on the computer system of any Affiliate. Such transfer of Company Information shall be in a format useable to Purchaser and Purchaser’s computer systems. For purposes of this Agreement, Company Information shall include, without limitation, lists of all end customers of Seller, whether direct customers of Seller, or indirect customers of Seller through one or more Affiliates of Seller and detailed operating history information sufficient for Purchaser to meet State of California low carbon fuel standards. (i) Seller will fully cooperate with Purchaser and permit full access to Seller’s Plant and records to the extent necessary for Purchaser to obtain at Purchaser’s expense a Phase I environmental report and engineering report during the Pre-Closing Period. (j) Seller agrees to deliver to Purchaser all title and survey information and documents (“Title Information”) in Seller’s possession relating to the Owned Real Property within 14 days following the Agreement Date. Purchaser shall then have ten (10) days following receipt of the Title Information to obtain a written binding commitment, in form and substance acceptable to Purchaser, from a title company reasonably acceptable to Purchaser to deliver at a future date an ALTA Form owner’s policy of title insurance showing Purchaser as sole owner of good, marketable and indefeasible fee title to the Acquired Owned Real Property upon Closing. In the event the title commitment delivered to Purchaser shows a material defect in Seller’s good and marketable title to the Owned Real Property, or Seller’s ability to enable Purchaser, following Closing, to acquire good, marketable and indefeasible fee title to the Acquired Owned Real Property other than Permitted Encumbrances, Purchaser may notify Seller of its intention to terminate this Agreement by providing written notice to Seller, along with supporting documentation of the basis for termination. Seller shall have 30 days to cure and if this provision is not satisfied at the end of 30 days, the termination shall become effective and such termination shall be without liability to the other Parties other than the obligation of Seller to return the Deposit to Purchaser no later than one Business Day following receipt of written notice of termination. Purchaser’s right to terminate the Agreement under this Section 8.5(j) shall expire ten (10) days following receipt of the Title Information from Seller.

Reasonable Efforts/Cooperation. ‌ (a) Subject to the other terms of this AgreementAgreement provisions hereof, each Party shall, and shall cause its Subsidiaries Advisors to, use its and their respective reasonable best efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable necessary under applicable Law to cause the Transactions transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Outside Date, in accordance with the terms hereof and to cooperate with each other Party, its Affiliates Party and its and their respective Advisors in connection with any step required to be taken as a part of its obligations hereunder. Notwithstanding the foregoing or anything else herein to the contrary, the The “reasonable best efforts” of Sellers the Company or Purchaser will not not, except as expressly required hereunder, require Sellers the Company, Purchaser or any of its their respective Subsidiaries, Affiliates or other Seller Parties Advisors to expend any money money, to remedy any breach of any representation or warranty, to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For the avoidance of doubt, the Parties agree that the foregoing cannot be construed to create any obligation on any of the aforementioned Advisors to take or refrain from taking any action, absent an express contractual requirement to do so, nor can any of the foregoing be construed to override existing confidentiality and other obligations owed by any Party or other Person to such Advisors. (b) The obligations of Sellers the Company pursuant to this Agreement, including this Section 6.56.4, shall be subject to any Orders entered, or approvals or authorizations granted or required, by or under (i) the Bankruptcy Court or the Bankruptcy Code (including in connection with the Bankruptcy Cases) and (ii) the Canadian Court or the CCAA (including in connection with the Canadian Recognition ProceedingsCase), Sellers’ debtor-in-possession financingthe DIP Facility, and each of Sellers’ obligations as debtors in a debtor-in- possession to comply with any Order of the Bankruptcy Court (including the Bidding Procedures Order and the Sale Order), any Order of the Canadian Court (including the Canadian Bidding Procedures Recognition Order and the Canadian Sale Recognition Order), ) and Sellers’ duty to seek and obtain the highest or otherwise best price for the Acquired Assets as required by the Bankruptcy Code.

Reasonable Efforts/Cooperation. (a) Subject to the other terms of this Agreement, each Party shall, and shall cause its respective Subsidiaries (and in the case of Seller, each Company (to the extent it is able)) and its and their respective Advisors to, use its and their respective reasonable best efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable to cause the Transactions transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Outside DateDate defined in Section 8.1(c), in accordance with the terms hereof and to cooperate with each other Party, its Affiliates and its and their respective Advisors in connection with any step required to be taken as a part of its obligations hereunder. Notwithstanding the foregoing or anything else herein to the contrary, the “reasonable best efforts” of Sellers Seller or Companies, as applicable, will not require Sellers Seller, any Company or any of its their respective Affiliates or other Seller Parties Advisors to expend any money to remedy any breach of any representation or warranty, to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For the avoidance of doubt, the Parties agree that the foregoing cannot be construed to create any obligation on any of the aforementioned Advisors to take or refrain from taking any action, absent an express contractual requirement to do so, nor can any of the foregoing be construed to override existing confidentiality and other obligations owed by any Party or other Person to such Advisors. (b) The obligations of Sellers Seller and the Companies pursuant to this Agreement, including this Section 6.56.3, shall be subject to any Orders entered, or approvals or authorizations granted or required, by or under (i) the Bankruptcy Court or the Bankruptcy Code (including in connection with the Bankruptcy Cases) and (ii) the Canadian Court or the CCAA (including in connection with the Canadian Recognition Proceedings), Sellers’ Seller’s debtor-in-possession financing, and Sellers’ Seller’s obligations as debtors a debtor in possession to comply with any Order of the Bankruptcy Court (including the Bidding Procedures Order Order, and the Sale Order), any Order of the Canadian Court (including the Canadian Bidding Procedures Recognition Order and the Canadian Sale Recognition Confirmation Order), and SellersSeller’s or Companies’ duty to seek and obtain the highest or otherwise best price for the Equity Interests and the Acquired Assets Contracts as required by the Bankruptcy Code.

Reasonable Efforts/Cooperation. (a) Subject Without prejudice to the any other terms term or provision of this Agreement, each Party shall, and shall cause its Subsidiaries and its and their respective Advisors to, use its and their respective reasonable best efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things reasonably necessary, proper or advisable to cause the Transactions transactions contemplated herein to be effected as soon as reasonably practicable, but in any event on or prior to the Outside Date, in accordance with the terms hereof and to reasonably cooperate with each other Party, its Affiliates Party and its and their respective Advisors in connection with any step required to be taken as a part of its obligations hereunder. Notwithstanding the foregoing or anything else herein to the contrary, the “reasonable best efforts” of Sellers will not require Sellers or any of its Affiliates or other Seller Parties to expend any money to remedy any breach of any representation or warranty, to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For the avoidance of doubt, the Parties agree that the foregoing cannot be construed to create any obligation on any of the aforementioned Advisors to take or refrain from taking any action, absent an express contractual requirement to do so, nor can any of the foregoing be construed to override existing confidentiality and other obligations owed by any Party or other Person to such Advisors. (b) The obligations of Sellers Purchaser pursuant to this Agreement shall be subject to the Direction Letter. The obligations of the Company pursuant to this Agreement, including this Section 6.56.6(b), shall be subject to any Orders entered, or approvals or authorizations granted or required, by or under (i) the Bankruptcy Court or the Bankruptcy Code (including in connection with the Bankruptcy Cases) and (ii) the Canadian Court or the CCAA (including in connection with the Canadian Recognition Proceedings), the obligations under Sellers’ debtor-in-possession financing, and each of Sellers’ obligations as debtors in a debtor-in-possession to comply with any Order of the Bankruptcy Court (including the Bidding Procedures Order and the Sale Order), any Order of the Canadian Court (including the Canadian Bidding Procedures Recognition Order and the Canadian Sale Recognition Order), ) and Sellers’ duty to seek and obtain the highest or otherwise best price for the Acquired Assets as required by the Bankruptcy Code. (c) From and after the date hereof until the earlier of Closing or the termination of this Agreement in accordance with its terms, Sellers will use commercially reasonable efforts to seek estoppel certificates from parties to any recorded agreements materially affecting title to the Acquired Owned Real Properties and Acquired Leased Real Properties set forth on Schedule 6.6(c) in a form reasonably acceptable to the parties; provided that such efforts shall not include the payment by or on behalf of Sellers of any non-de minimis costs or expenses in connection therewith or the commencement of any litigation or the taking of any similar adverse action.

Reasonable Efforts/Cooperation. (a) Subject to the other terms of this Agreementprovisions hereof, each Party shall, and shall cause its Subsidiaries to, use its and their respective commercially reasonable best efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to cause the Transactions transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Outside Date, in accordance with the terms hereof and to shall cooperate in a commercially reasonable manner with each other Party, its Affiliates Party and its and their respective Advisors Representatives in connection with any step required to be taken as a part of its obligations hereunder. Notwithstanding the foregoing or anything else herein to the contrary, the “reasonable best efforts” of Sellers will not require Sellers or any of its Affiliates or other Seller Parties to expend any money to remedy any breach of any representation or warranty, to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For the avoidance of doubt, the Parties agree that the foregoing cannot be construed to create any obligation on any of the aforementioned Advisors to take or refrain from taking any action, absent an express contractual requirement to do so, nor can any of the foregoing be construed to override existing confidentiality and other obligations owed by any Party or other Person to such Advisors. (b) In the event that any of the Parties to this Agreement discovers a Contract related to the Purchased Assets or the Assumed Liabilities during the period from and after the Agreement Date, and such Contract (i) was unknown as of the Agreement Date, and (ii) is a Contract that Purchaser wishes to assume the rights and obligations of, then Purchaser and Sellers shall execute, acknowledge and deliver such other instruments and take such further actions as are reasonably practicable for Purchaser to assume the rights and obligations under such Contract. (c) The obligations of Sellers pursuant to this Agreement, including this Section 6.5, 8.4 shall be subject to any Orders orders entered, or approvals or authorizations granted or required, by or under (i) the Bankruptcy Court or the Bankruptcy Code (including in connection with the Bankruptcy Cases) and (ii) the Canadian Court or the CCAA (including in connection with the Canadian Recognition ProceedingsCase), Sellers’ debtor-in-possession financing, and Sellers’ obligations as debtors in a debtor-in-possession to comply with any Order order of the Bankruptcy Court (including the Bidding Procedures Order and the Sale Order), any Order of the Canadian Court (including the Canadian Bidding Procedures Recognition Order and the Canadian Sale Recognition Order), ) and Sellers’ duty to seek and obtain the highest or otherwise best price for the Acquired Assets as assets required by the Bankruptcy Code. (d) Sellers, on the one hand, and Purchaser, on the other hand, will provide each other with such cooperation and information as either of them may reasonably request of the other in connection with filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, or participating in or conducting any audit or other proceeding in respect of Taxes (such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings and other determinations by Tax authorities). In addition, Purchaser shall make available to Sellers, without charge to Sellers, such office space and employee support reasonably necessary to assist Sellers to wind up Sellers’ operations following the Closing, resolve the Bankruptcy Case, dissolve any or all of the Sellers and prepare and file the Tax Returns; provided Sellers follows Purchaser’s reasonable instructions while using Purchaser’s premises. Any information obtained under this Section 8.4(d) shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other proceeding. (e) Sellers, on the one hand, and Purchaser, on the other hand, (i) shall promptly inform each other of any communication from any Governmental Body concerning this Agreement, the transactions contemplated hereby, and any filing, notification or request for approval and (ii) shall permit the other to review in advance any proposed written or material oral communication or information submitted to any such Governmental Body in response thereto. In addition, none of Parties shall agree to participate in any meeting with any Governmental Body in respect of any filings, investigation or other inquiry with respect to this Agreement or the transactions contemplated hereby, unless such Party consults with the other Parties in advance and, to the extent permitted by any such Governmental Body, gives the other Parties the opportunity to attend and participate thereat, in each case to the maximum extent practicable. Subject to restrictions under any Law, each of Purchaser, on the one hand, and Sellers, on the other hand, shall furnish the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective Representatives on the one hand, and the Governmental Body or members of its staff on the other hand, with respect to this Agreement, the transactions contemplated hereby (excluding documents and communications which are subject to preexisting confidentiality agreements or to the attorney-client privilege or work product doctrine or which refer to valuation of the Purchased Assets) or any such filing, notification or request for approval. Each Party shall also furnish the other Party with such necessary information and assistance as such other Party and its Affiliates may reasonably request in connection with their preparation of necessary filings, registration or submissions of information to the Governmental Body in connection with this Agreement, the transactions contemplated hereby and any such filing, notification or request for approval. (f) In the event that any of the Updating Information discloses a Contract, Permit, required notice or consent related to the Purchased Assets or the Assumed Liabilities during the period from and after the Agreement Date, and such Contract, Permit, required notice or consent (i) is a Contract, Permit, required notice or consent that Purchaser wishes, or that affects the assignability or ability of Purchaser, to assume the rights and obligations of and (ii) would not be deemed an Excluded Asset or Excluded Liability, as the case may be, Purchaser and Sellers shall execute, acknowledge and deliver such other documents, agreements and instruments and take such further actions as are reasonably required by Purchaser in order to assume the rights and obligations under such Contract or Permit, or to deliver such required notice or obtain such consent.

Reasonable Efforts/Cooperation. (a) Subject to the other terms of this Agreementprovisions hereof, each Party shall, and shall cause its Subsidiaries to, use its and their respective reasonable best efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to cause the Transactions transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Outside Date, in accordance with the terms hereof and to shall cooperate fully with each other Party, its Affiliates Party and its and their respective Advisors Representatives in connection with any step required to be taken as a part of its obligations hereunder. Notwithstanding , including the foregoing following: (i) each Party shall promptly make its filings and submissions and shall take all actions necessary, proper or anything else herein advisable under applicable Laws to obtain any required approval of any Governmental Body with jurisdiction over the transactions contemplated hereby (except that Purchaser shall have no obligation to take or consent to the contrarytaking of any action required by any such Governmental Body that could adversely affect the Business, the “reasonable best efforts” of Sellers will not require Sellers Purchased Assets or the transactions contemplated by this Agreement or the Ancillary Documents); Seller shall furnish to Purchaser all information required for any of its Affiliates application or other filing to be made by Seller pursuant to any applicable Law in connection with the transactions contemplated hereby; (ii) each Party shall promptly notify the other Parties to expend of (and provide written copies of) any money to remedy communications from or with any breach Governmental Body in connection with the transactions contemplated hereby; (iii) in the event any Action is commenced that questions the validity or legality of any representation the transactions contemplated hereby or warranty, to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For the avoidance of doubtseeks damages in connection therewith, the Parties agree that shall (A) cooperate and use commercially reasonable efforts to defend against such Action, (B) in the foregoing cannot be construed event an injunction or other order is issued in any such Action, use commercially reasonable efforts to create have such injunction or other order lifted and (C) cooperate reasonably regarding any obligation on any other impediment to the consummation of the aforementioned Advisors transactions contemplated hereby; and (iv) Seller shall give all notices to take third parties and use its best efforts (in consultation with Purchaser) to obtain all third-party consents (A) necessary, proper or refrain from taking any actionadvisable to consummate the transactions contemplated hereby, absent an express contractual requirement (B) required to do sobe given or obtained, nor can any of or (C) required to prevent a Material Adverse Effect, whether prior to, on or following the foregoing be construed to override existing confidentiality and other obligations owed by any Party or other Person to such AdvisorsClosing Date. (b) The obligations In the event that any of Sellers pursuant the Parties to this AgreementAgreement discovers a Contract related to the Business, including this Section 6.5the Purchased Assets or the Assumed Liabilities during the period from and after the Agreement Date, shall be subject to any Orders entered, or approvals or authorizations granted or required, by or under and such Contract (i) was unknown as of the Bankruptcy Court or the Bankruptcy Code (including in connection with the Bankruptcy Cases) Agreement Date and (ii) is a Contract that Purchaser wishes to assume the Canadian Court or rights and obligations of, Purchaser and Seller shall execute, acknowledge and deliver such other instruments and take such further actions as are reasonably practicable for Purchaser to assume the CCAA (including in connection with the Canadian Recognition Proceedings), Sellers’ debtor-in-possession financing, rights and Sellers’ obligations as debtors in possession to comply with any Order of the Bankruptcy Court (including the Bidding Procedures Order and the Sale Order), any Order of the Canadian Court (including the Canadian Bidding Procedures Recognition Order and the Canadian Sale Recognition Order), and Sellers’ duty to seek and obtain the highest or otherwise best price for the Acquired Assets as required by the Bankruptcy Codeunder such Contract.

Reasonable Efforts/Cooperation. (a) Subject to the other terms of this AgreementAgreement provisions hereof, each Party shall, and shall cause its Subsidiaries Advisors to, use its and their respective reasonable best efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper proper, advisable or advisable permitted under applicable Law to cause the Transactions transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Outside Date, in accordance with the terms hereof and to cooperate with each other Party, its Affiliates Party and its and their respective Advisors in connection with any step required to be taken as a part of its obligations hereunder. Notwithstanding the foregoing or anything else herein to the contrary, the The “reasonable best efforts” of Sellers the Company will not require Sellers the Company or any of its Subsidiaries, Affiliates or other Seller Parties Advisors to expend any money money, to remedy any breach of any representation or warranty, to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For the avoidance of doubt, the Parties agree that the foregoing cannot be construed to create any obligation on any of the aforementioned Advisors to take or refrain from taking any action, absent an express contractual requirement to do so, nor can any of the foregoing be construed to override existing confidentiality and other obligations owed by any Party or other Person to such Advisors. (b) The obligations of Sellers the Company pursuant to this Agreement, including this Section 6.56.6, shall be subject to any Orders entered, or approvals or authorizations granted or required, by or under (i) the Bankruptcy Court or the Bankruptcy Code (including in connection with the Bankruptcy Cases) and (ii) the Canadian Court or the CCAA (including in connection with the Canadian Recognition ProceedingsCase), Sellers’ Seller’s use of cash collateral or debtor-in-possession financing, and Sellers’ Seller’s obligations as debtors in a debtor-in-possession to comply with any Order of the Bankruptcy Court (including the Bidding Procedures Order and the Sale Order), any Order of the Canadian Court (including the Canadian Bidding Procedures Recognition Order ) and the Canadian Sale Recognition Order), and Sellers’ Seller’s duty to seek and obtain the highest or otherwise best price for the Acquired Assets as required by the Bankruptcy Code. Subject to any limitations on operations imposed by the Bankruptcy Court, the Bankruptcy Code or Seller’s debtor-in-possession financing or applicable Law, after Closing, Seller shall use its reasonable efforts, and shall cause its Affiliates to use reasonable efforts, to maintain ongoing relationships as of immediately prior to the date of this Agreement in respect of any former customer, vendor or supplier of the Business.

Reasonable Efforts/Cooperation. (a) Subject to the other terms of this Agreement, each Party shall, and shall cause its Subsidiaries advisors to, use its and their respective reasonable best efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable law to cause the Transactions transactions contemplated herein to be effected as soon as practicable, but in any event on or prior practicable (subject to the Outside Date, following sub-clause (b)) in accordance with the terms hereof and to cooperate with each other Party, its Affiliates Party and its and their respective Advisors advisors in connection with any step required to be taken as a part of its obligations hereunder. Notwithstanding the foregoing or anything else herein to the contrary, the The “reasonable best efforts” of Sellers Seller will not require Sellers Seller or any of its subsidiaries, Affiliates or other Seller Parties advisors to expend any more than a de minimis amount of money to remedy any breach of any representation or warranty, warranty to commence any Actionaction, to waive or surrender any right, to modify any Contract contract or to waive or forego any right, remedy or condition hereunder. For the avoidance of doubt, the Parties agree that the foregoing cannot be construed to create any obligation on any of the aforementioned Advisors to take or refrain from taking any action, absent an express contractual requirement to do so, nor can any of the foregoing be construed to override existing confidentiality and other obligations owed by any Party or other Person to such Advisors. (b) The obligations of Sellers Seller pursuant to this Agreement, including this Section 6.57.2, shall be subject to any Orders orders entered, or approvals or authorizations granted or required, by or under (i) the Bankruptcy Court or the Bankruptcy Code (including in connection with the Bankruptcy CasesCase, and including entry of the Bidding Procedures Order (if applicable) and (ii) the Canadian Court or the CCAA (including in connection with the Canadian Recognition ProceedingsSale Order), Sellers’ any debtor-in-possession financingfinancing or order authorizing the use of cash collateral of Seller (including any budgets in connection with such financing or use of cash collateral), and Sellers’ Seller’s obligations as debtors in a debtor-in-possession to comply with any Order order of the Bankruptcy Court (including the Bidding Procedures Order (if applicable)) and the Sale Order), any Order of the Canadian Court (including the Canadian Bidding Procedures Recognition Order and the Canadian Sale Recognition Order), and Sellers’ Seller’s duty to seek and obtain the highest or otherwise best price transaction for the Acquired Purchased Assets as required by the Bankruptcy Code.

Reasonable Efforts/Cooperation. (a) Subject to the other terms of this Agreementprovisions hereof, each Party shall, and shall cause its Subsidiaries to, use its and their respective commercially reasonable best efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to cause the Transactions transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Outside Date, in accordance with the terms hereof and to shall cooperate in a commercially reasonable manner with each other Party, its Affiliates Party and its and their respective Advisors Representatives in connection with any step required to be taken as a part of its obligations hereunder. Notwithstanding the foregoing or anything else herein to the contrary, the “reasonable best efforts” of Sellers will not require Sellers or any of its Affiliates or other Seller Parties to expend any money to remedy any breach of any representation or warranty, to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For the avoidance of doubt, the Parties agree that the foregoing cannot be construed to create any obligation on any of the aforementioned Advisors to take or refrain from taking any action, absent an express contractual requirement to do so, nor can any of the foregoing be construed to override existing confidentiality and other obligations owed by any Party or other Person to such Advisors. (b) In the event that any of the Parties to this Agreement discovers a Contract related to the Business, the Purchased Assets or the Assumed Liabilities during the period from and after the Agreement Date, and such Contract (i) was unknown as of the Agreement Date, (ii) is a Contract that Purchaser wishes to assume the rights and obligations of and (iii) such Contract would not be deemed a Rejected Contract by Sellers, Purchaser and Sellers shall execute, acknowledge and deliver such other instruments and take such further actions as are reasonably practicable for Purchaser to assume the rights and obligations under such Contract. (c) The obligations of Sellers pursuant to this Agreement, including this Section 6.5, 8.5 shall be subject to any Orders orders entered, or approvals or authorizations granted or required, by or under (i) the Bankruptcy Court or the Bankruptcy Code (including in connection with the Bankruptcy Cases) and (ii) the Canadian Court or the CCAA (including in connection with the Canadian Recognition Proceedings), Sellersand each of Seller’ obligations as a debtor-in-possession financing, and Sellers’ obligations as debtors in possession to comply with any Order order of the Bankruptcy Court (including the Bidding Procedures Order and the Sale Order), any Order of the Canadian Court (including the Canadian Bidding Procedures Recognition Order and the Canadian Sale Recognition Order), ) and Sellers’ duty to seek and obtain the highest or otherwise best price for the Acquired Assets Business as required by the Bankruptcy Code. (d) Subject to Section 8.5(e), as soon as reasonably practicable (and, in any event, within five (5) Business Days) following entry of the Bidding Procedures Order, Sellers, on the one hand, and Purchaser, on the other hand, shall each prepare and file, or cause to be prepared and filed, any notifications required to be filed under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, and request early termination of the waiting period under the HSR Act. Purchaser, on the one hand, and Sellers, on the other hand, shall promptly respond to any requests for additional information or documentary materials in connection with such filings and shall take all other actions necessary to cause the waiting periods under the HSR Act to terminate or expire at the earliest practicable date after the date of filing. Purchaser shall be responsible for payment of the applicable filing fee under the HSR Act, and each Party shall be responsible for payment of its own respective costs and expenses (including attorneys’ fees and other legal fees and expenses) associated with the preparation of its portion of any antitrust filings. (e) Sellers, on the one hand, and Purchaser, on the other hand, (i) shall promptly inform each other of any communication from any Governmental Body concerning this Agreement, the transactions contemplated hereby, and any filing, notification or request for approval and (ii) shall permit the other to review in advance, with a reasonable opportunity for comment thereon, any proposed written or material oral communication or information submitted to any such Governmental Body in response thereto. In addition, none of the Parties shall agree to participate in any meeting with any Governmental Body in respect of any filings, investigation or other inquiry with respect to this Agreement or the transactions contemplated hereby, unless such Party consults with the other Parties in advance and, unless prohibited by any such Governmental Body, gives the other Parties the opportunity to attend and participate thereat, in each case, to the maximum extent practicable. Subject to restrictions under any Law, each of Purchaser, on the one hand, and Sellers, on the other hand, shall furnish the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective Representatives on the one hand, and the Governmental Body or members of its staff on the other hand, with respect to this Agreement, the transactions contemplated hereby (excluding documents and communications which are subject to preexisting confidentiality agreements or to the attorney-client privilege or work product doctrine or which refer to valuation of the Business) or any such filing, notification or request for approval. Each Party shall also furnish the other Party with such necessary information and assistance as such other Party and its Affiliates may reasonably request in connection with their preparation of necessary filings, registration or submissions of information to the Governmental Body in connection with this Agreement, the transactions contemplated hereby and any such filing, notification or request for approval.

Reasonable Efforts/Cooperation. (a) Subject to the other terms of this Agreementprovisions hereof, each Party shall, and party shall cause its Subsidiaries to, use its and their respective reasonable best reasonable, good faith efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Legal Requirements to cause the Transactions transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the Outside Termination Date, in accordance with the terms hereof and to shall cooperate fully with each other Party, its Affiliates party and its and their respective Advisors Representatives in connection with any step required to be taken as a part of its obligations hereunder. Notwithstanding , including the foregoing following: (a) Each party shall promptly make its filings and submissions and shall take all actions necessary, proper or anything else herein advisable under applicable Legal Requirements to the contrary, the “reasonable best efforts” of Sellers will not require Sellers or obtain any of its Affiliates or other Seller Parties to expend any money to remedy any breach required approval of any representation or warranty, to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For Governmental Body with jurisdiction over the avoidance of doubt, the Parties agree transactions contemplated hereby (except that the foregoing cannot be construed to create neither party shall have any obligation on any of the aforementioned Advisors to take or refrain from consent to the taking of any action, absent an express contractual requirement to do so, nor can any of the foregoing be construed to override existing confidentiality and other obligations owed action required by any Party such Governmental Body that would adversely affect the business or assets of such party or the transactions contemplated by this Agreement or any agreement entered into in connection herewith). The Company shall furnish to Parent all information required for any application or other Person filing to such Advisors.be made by the Company or Parent pursuant to any applicable Legal Requirements in connection with the transactions contemplated hereby; (b) The obligations Each party shall promptly notify the other parties of Sellers pursuant to this Agreement, including this Section 6.5, shall be subject to (and provide written copies of) any Orders entered, communications from or approvals or authorizations granted or required, by or under (i) the Bankruptcy Court or the Bankruptcy Code (including with any Governmental Body in connection with the Bankruptcy Casestransactions contemplated hereby; (c) In the event any Legal Proceeding by any Governmental Body or other Person is commenced that questions the validity or legality of the transactions contemplated hereby or seeks Damages in connection therewith, the parties shall (i) cooperate reasonably and use all reasonable efforts to defend against such claim, action, suit, investigation or other proceeding, (ii) in the Canadian Court event an injunction or other order is issued in any such action, suit or other proceeding, use all reasonable efforts to have such injunction or other order lifted and (iii) cooperate reasonably regarding any other impediment to the CCAA (including in connection with the Canadian Recognition Proceedings), Sellers’ debtor-in-possession financing, and Sellers’ obligations as debtors in possession to comply with any Order consummation of the Bankruptcy Court transactions contemplated hereby; and (including d) The Company shall give all required notices to third parties and use its commercially reasonable efforts to obtain all third-party consents (i) necessary to consummate the Bidding Procedures Order and transactions contemplated hereby, (ii) required to be given or obtained or (iii) required to prevent a Material Adverse Effect, whether prior to, on or following the Sale Order), any Order of the Canadian Court (including the Canadian Bidding Procedures Recognition Order and the Canadian Sale Recognition Order), and Sellers’ duty to seek and obtain the highest or otherwise best price for the Acquired Assets as required by the Bankruptcy CodeClosing Date.

Reasonable Efforts/Cooperation. (a) Subject On the terms and subject to the conditions set forth in this Agreement and the other terms of this AgreementTransaction Documents, each Party shall, and shall cause its Subsidiaries to, of the Parties will use its and their respective reasonable best efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transaction and the other transactions contemplated by this Agreement and the other Transaction Documents and to satisfy the Conditions, including (i) obtaining all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) obtaining all necessary consents, approvals or waivers from third parties, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement and the other Transaction Documents or the consummation of the transactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the other Transaction Documents. In furtherance of the foregoing, Parent will (i) cause the Transactions Lenders to be effected as soon as practicable, but offer to provide a substitute letter of credit for the letter of credit issued in any event on or respect of the New York City Lease prior to the Outside DateClosing and (ii) if requested by the landlord under the New York City Lease, enter into a guaranty in accordance with the terms hereof and to cooperate with each other Party, its Affiliates and its and their respective Advisors in connection with any step required to be taken as a part of its obligations hereunder. Notwithstanding the foregoing or anything else herein to the contrary, the “reasonable best efforts” of Sellers will not require Sellers or any of its Affiliates or other Seller Parties to expend any money to remedy any breach of any representation or warranty, to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For the avoidance of doubt, the Parties agree that the foregoing cannot be construed to create any obligation on any customary form of the aforementioned Advisors to take or refrain from taking any action, absent an express contractual requirement to do so, nor can any obligations of the foregoing be construed to override existing confidentiality Company and other obligations owed by any Party or other Person to such AdvisorsCompany Subsidiary thereunder. (b) The obligations Parent and the Company will (i) not later than five business days after the Agreement Date, make the filings required of Sellers pursuant such Party under the HSR Act with respect to the Transaction and the other transactions contemplated by this Agreement, including this Section 6.5(ii) comply at the earliest practicable date with any request under the HSR Act for additional information, shall be subject to any Orders entered, documents or approvals or authorizations granted or required, other materials received by or under (i) such Party from the Bankruptcy Court Federal Trade Commission or the Bankruptcy Code Department of Justice or any other Governmental Entity in respect of such filings or the Transaction and the other transactions contemplated by this Agreement, and (including iii) cooperate with the other Party in connection with making any filing under the Bankruptcy Cases) HSR Act and (ii) the Canadian Court or the CCAA (including in connection with any filings, conferences or other submissions related to resolving any investigation or other inquiry by any such Governmental Entity under the Canadian Recognition Proceedings)HSR Act or other law with respect to the Transaction and the other transactions contemplated by this Agreement. Each of Parent and the Company will cause each of their respective Subsidiaries to use its reasonable best efforts to obtain (and will cooperate with each other in obtaining) the termination of all waiting periods under the HSR Act and not to extend any waiting period under the HSR Act. Prior to the termination of this Agreement, Sellers’ debtor-in-possession financingeach Party will prosecute, cooperate in and Sellers’ obligations as debtors in possession defend against any litigation instituted by the Federal Trade Commission or the Department of Justice or any other Governmental Entity that seeks to comply with any Order restrain or prohibit the consummation of the Bankruptcy Court (including Transaction or that seeks to impose material limitations on the Bidding Procedures Order and ability of Parent, the Sale Order)Company or any of their respective Affiliates or Subsidiaries to acquire, operate or hold, or to require Parent, the Company or any of their respective Affiliates or Subsidiaries to dispose of or hold separate, any Order material portion of their assets or business or the Canadian Court (including Company's assets or business after the Canadian Bidding Procedures Recognition Order and the Canadian Sale Recognition Order), and Sellers’ duty to seek and obtain the highest or otherwise best price for the Acquired Assets as required by the Bankruptcy CodeEffective Time.

Reasonable Efforts/Cooperation. (a) Subject to the other terms of this Agreement, including any provisions with an express different standard regarding actions to be taken hereunder, each Party shall, and shall cause its Subsidiaries Advisors to, use its and their respective commercially reasonable best efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable to cause the Transactions to be effected as soon as practicable, but in any event on or prior to the Outside Date, in accordance with the terms hereof and to cooperate with each other Party, its Affiliates Party and its and their respective Advisors in connection with any step required to be taken as a part of its obligations hereunder. Notwithstanding the foregoing or anything else herein to the contrary, the “reasonable best efforts” of Sellers will not require Sellers or any of its Affiliates or other Seller Parties to expend any money to remedy any breach of any representation or warranty, to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For the avoidance of doubt, the Parties agree that the foregoing cannot be construed to create any obligation on any of the aforementioned Advisors to take or refrain from taking any action, absent an express contractual requirement to do so, nor can any of the foregoing be construed to override existing confidentiality and other obligations owed by any Party or other Person to such Advisors. (b) The obligations of Sellers pursuant to this Agreement, including this Section 6.56.7, shall be subject to any Orders entered, or approvals or authorizations granted or required, by or under (i) the Bankruptcy Court or the Bankruptcy Code (including in connection with the Bankruptcy Cases) and (ii) the Canadian Court or the CCAA (including in connection with the Canadian Recognition Proceedings), Sellers’ debtor-in-possession financing, and Sellers’ obligations as debtors in possession to comply with any Order of the Bankruptcy Court (including the Modified Bidding Procedures Order and the Sale Order), any Order of the Canadian Court (including the Canadian Bidding Procedures Recognition Order and the Canadian Sale Recognition Order), and Sellers’ duty to seek and obtain the highest or otherwise best price for the Acquired Assets as required by the Bankruptcy Code. (b) Sellers shall, (i) use commercially reasonable efforts to, upon the request of Purchaser, promptly locate and provide copies of instruments of transfer or conveyance of the Intellectual Property assigned to Purchaser pursuant to the Sellers IP Assignment Agreement to the applicable Sellers from their predecessors in interest, as applicable, duly executed by such predecessors in interest, in a form reasonably acceptable to Purchaser, as may be reasonably necessary to effect the sale, assignment, transfer, and conveyance of such Intellectual Property from the applicable Sellers to Purchaser and (ii) reasonably cooperate with Purchaser to identify Intellectual Property used by the Business and not owned by a Seller or Acquired Entity, and use commercially reasonable efforts to obtain assignments to Purchaser of such Intellectual Property (to the extent permitted under applicable Law), in a form reasonably acceptable to Purchaser and consistent with this Agreement.

Reasonable Efforts/Cooperation. (a) Subject to the other terms of this Agreementprovisions hereof, each Party shall, and shall cause its Subsidiaries to, use its and their respective commercially reasonable best efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to cause the Transactions transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Outside Date, in accordance with the terms hereof and to shall cooperate fully with each other Party, its Affiliates Party and its and their respective Advisors Representatives in connection with any step required to be taken as a part of its obligations hereunder. Notwithstanding The Seller shall cooperate with and assist Purchaser in transferring, moving, or transporting any Purchased Assets to or from the foregoing or anything else herein premises subject to the contrary, Facility Use Agreements which cost and expense shall be borne solely by the “reasonable best efforts” of Sellers will not require Sellers or any of its Affiliates or other Seller Parties to expend any money to remedy any breach of any representation or warranty, to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For the avoidance of doubt, the Parties agree that the foregoing cannot be construed to create any obligation on any of the aforementioned Advisors to take or refrain from taking any action, absent an express contractual requirement to do so, nor can any of the foregoing be construed to override existing confidentiality and other obligations owed by any Party or other Person to such AdvisorsPurchaser. (b) In the event that any of the Parties to this Agreement discovers a Contract related to the Business, the Purchased Assets or the Assumed Liabilities during the period from and after the Agreement Date, and such Contract (i) was unknown as of the Agreement Date, (ii) is a Contract that the Purchaser wishes to assume the rights and obligations of and (iii) such Contract would not be deemed a Non-Assigned Contract by Sellers, the Purchaser and Sellers shall execute, acknowledge and deliver such other instruments and take such further actions as are reasonably practicable for the Purchaser to assume the rights and obligations under such Contract. (c) The obligations of Sellers pursuant to this Agreement, including this Section 6.5, 8.5 shall be subject to any Orders orders entered, or approvals or authorizations granted or required, by or under (i) the Bankruptcy Court or the Bankruptcy Code (including in connection with the Bankruptcy Cases) and (ii) the Canadian Court or the CCAA (including in connection with the Canadian Recognition ProceedingsCase), and each of Sellers’ obligations as a debtor-in-possession financing, and Sellers’ obligations as debtors in possession to comply with any Order order of the Bankruptcy Court (including the Bidding Procedures Order and the Sale Order), any Order of the Canadian Court (including the Canadian Bidding Procedures Recognition Order and the Canadian Sale Recognition Order), ) and Sellers’ duty to seek and obtain the highest or otherwise best price for the Acquired Assets Business as required by the Bankruptcy Code. (d) The Sellers shall, upon reasonable advance notice and subject to compliance with Law, provide the Purchaser with full access to, and copies of, all of the properties, books, contracts, documents, insurance policies, records and personnel relating to the Business, Transferred Employees and the Purchased Assets, including without limitation, all accounting records, ledgers, invoices and other documents supporting the amounts reflected in the Carve-Out Financial Statements, during normal business hours; provided, however, that any such access shall be conducted at Purchaser’s expense under the supervision of appropriate personnel of the Sellers. Nothing herein shall require the Sellers to disclose any information to Purchaser if such disclosure would jeopardize any attorney-client or other legal privilege.

Reasonable Efforts/Cooperation. (a) Subject to the other terms provisions hereof and consistent with the fiduciary duties of this Agreementthe Seller, each Party shall, and shall cause its Subsidiaries to, use its and their respective commercially reasonable best efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law (provided, however, that the Parties acknowledge that nothing contained in this Agreement shall require either Party to divest or hold separate any assets in the event that a Governmental Body would only grant approval for the transaction contemplated by this Agreement with a divestiture or an agreement to hold separate) to cause the Transactions transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Outside Date, in accordance with the terms hereof hereof, including the following: (i) each Party shall as promptly as practicable (and, for filings under the HSR Act, by October 29, 2010) make its filings and submissions and use commercially reasonable efforts to take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Body with jurisdiction over the transactions contemplated hereby, including any actions that Purchaser may reasonably request and pay the cost of performing, in connection with negotiating with PBGC and any union representing Employees covered by a collective bargaining agreement, with respect to Seller Plans that are subject to Title IV of ERISA or, seeking relief by filing a request under Code Section 412(c) for a funding waiver for 2010 and/or 2011 with respect to any or all of such Seller Plans (except that the Purchaser shall not have any obligation to take or consent to the taking of any action required by any such Governmental Body that could adversely affect the Business, Purchased Assets (including the business of the Acquired Subsidiaries) or the transactions contemplated by this Agreement in any material respects); the Parties shall promptly furnish to each other all information reasonably required for any application or other filing to be made by any Party pursuant to any applicable Law in connection with the transactions contemplated hereby; (ii) each Party shall (a) promptly notify the other Parties of (and provide written copies of) any communications from or with any Governmental Body concerning this Agreement, the transactions contemplated hereby and any filing, notification or request for approval and (b) shall permit the other Party (or its outside counsel, if confidential and competitively sensitive information is involved) to review in advance any proposed written communication or information to be submitted to any such Governmental Body in response thereto; (iii) each Party shall comply promptly with all reasonable requests by the other Party for information and/or assistance that is reasonably necessary to the Parties’ efforts to secure any required approval from any Governmental Body and cooperate in seeking such approval, provided that confidential and competitively sensitive information may be restricted to outside counsel only; (iv) the Purchaser shall be responsible for payment of the applicable filing fee under the HSR Act and any non-US antitrust or competition Laws, and reasonable costs and expenses of the Seller (including attorneys’ fees and other legal fees and expenses) associated with the preparation of Seller’s portion of any antitrust filings and Seller’s performance of the provisions of this Section 7.8(a)(i)-(vi); (v) subject to applicable Laws relating to the exchange of information, the Purchaser shall have the right to direct all matters with any Governmental Body (including any negotiation, investigation, or litigation under U.S. or non-U.S. competition Laws involving any Governmental Body) consistent with its obligations hereunder; provided that each Party (or its outside counsel, if confidential and competitively sensitive information is involved) shall have the right to review in advance and, to the extent practicable, each will consult with the other (or its outside counsel, if confidential and competitively sensitive information is involved) on and consider in good faith the views of the other in connection with, all of the information relating to the Purchaser or the Seller, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Body in connection with the transactions contemplated by this Agreement. In exercising the foregoing rights, each Party shall act reasonably and as promptly as practicable. The Seller and the Purchaser shall use their respective reasonable best efforts to consult with each other Partyin advance of any meeting, discussion, substantive telephone call, conference or any other communication with the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Body regarding any of the transactions contemplated by this Agreement and, to the extent permitted by such Governmental Body, provide to the other Party (or its Affiliates outside counsel, if confidential and its and their respective Advisors competitively sensitive information is involved) the opportunity to attend and/or participate in any such substantive meeting, discussion, telephone call, conference or other communication. (vi) in the event any Action is commenced that questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the Parties shall (a) cooperate and use commercially reasonable efforts to defend against such Action, (b) in the event an injunction or other order is issued in any such Action, use commercially reasonable efforts to have such injunction or other order lifted and (c) cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated hereby; (vii) the Seller shall use commercially reasonable efforts to give all notices to third parties and use their commercially reasonable efforts (in consultation with any step the Purchaser) to obtain all third-party consents (a) necessary, proper or advisable to consummate the transactions contemplated hereby, (b) required to be taken as given or obtained, or (c) required to prevent a part of its obligations hereunder. Notwithstanding Material Adverse Effect, whether prior to, on or following the foregoing or anything else herein Closing Date; and (viii) in the event that any Action is commenced pertaining to Taxes related to the contraryBusiness or the Purchased Assets, including Taxes relating to any Tax period (or portion thereof) ending on or before the Closing Date, the “reasonable best efforts” Seller shall promptly notify the Purchaser of Sellers will not require Sellers or any such Action, inform of its Affiliates or other Seller Parties to expend any money to remedy any breach the Purchaser of any representation or warranty, to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For the avoidance of doubt, the Parties agree that the foregoing cannot be construed to create any obligation on any of the aforementioned Advisors to take or refrain from taking any action, absent an express contractual requirement to do so, nor can any of the foregoing be construed to override existing confidentiality and other obligations owed by any Party or other Person material developments relating to such Advisorsaction and consult in good faith with the Purchaser with respect to the Seller’s handling and disposition of such Action. (b) The obligations In the event that any of Sellers pursuant the Parties to this AgreementAgreement discovers a Contract related to the Business, including this Section 6.5the Purchased Assets or the Assumed Liabilities during the period from and after the Agreement Date, shall be subject to any Orders entered, or approvals or authorizations granted or required, by or under and such Contract (i) was unknown as of the Bankruptcy Court or the Bankruptcy Code (including in connection with the Bankruptcy Cases) Agreement Date and (ii) is a Contract that the Canadian Court or Purchaser wishes to assume the CCAA (including in connection with rights and obligations of, the Canadian Recognition Proceedings), Sellers’ debtor-in-possession financing, and Sellers’ obligations as debtors in possession to comply with any Order of the Bankruptcy Court (including the Bidding Procedures Order Purchaser and the Sale Order)Seller shall execute, any Order of the Canadian Court (including the Canadian Bidding Procedures Recognition Order acknowledge and the Canadian Sale Recognition Order), deliver such other instruments and Sellers’ duty to seek and obtain the highest or otherwise best price take such further actions as are reasonably practicable for the Acquired Assets as required by Purchaser to assume the Bankruptcy Coderights and obligations under such Contract.

Reasonable Efforts/Cooperation. (a) Subject to the other terms of this Agreementprovisions hereof, each Party shall, and shall cause its Subsidiaries to, use its and their respective commercially reasonable best efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to cause the Transactions transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Outside Date, in accordance with the terms hereof and to shall cooperate fully with each other Party, its Affiliates Party and its and their respective Advisors Representatives in connection with any step required to be taken as a part of its obligations hereunder. Notwithstanding The Seller shall cooperate with and assist Purchaser in transferring, moving, or transporting any Purchased Assets to or from the foregoing or anything else herein premises subject to the contrary, Facility Use Agreements which cost and expense shall be borne solely by the “reasonable best efforts” of Sellers will not require Sellers or any of its Affiliates or other Seller Parties to expend any money to remedy any breach of any representation or warranty, to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For the avoidance of doubt, the Parties agree that the foregoing cannot be construed to create any obligation on any of the aforementioned Advisors to take or refrain from taking any action, absent an express contractual requirement to do so, nor can any of the foregoing be construed to override existing confidentiality and other obligations owed by any Party or other Person to such AdvisorsPurchaser. (b) In the event that any of the Parties to this Agreement discovers a Contract related to the Business, the Purchased Assets or the Assumed Liabilities during the period from and after the Agreement Date, and such Contract (i) was unknown as of the Agreement Date, (ii) is a Contract that the Purchaser wishes to assume the rights and obligations of and (iii) such Contract would not be deemed a Non-Assigned Contract by Sellers, the Purchaser and Sellers shall execute, acknowledge and deliver such other instruments and take such further actions as are reasonably practicable for the Purchaser to assume the rights and obligations under such Contract. (c) The obligations of Sellers pursuant to this Agreement, including this Section 6.5, 8.5 shall be subject to any Orders orders entered, or approvals or authorizations granted or required, by or under (i) the Bankruptcy Court or the Bankruptcy Code (including in connection with the Bankruptcy Cases) and (ii) the Canadian Court or the CCAA (including in connection with the Canadian Recognition ProceedingsCase), and each of Sellers’ ' obligations as a debtor-in-possession financing, and Sellers’ obligations as debtors in possession to comply with any Order order of the Bankruptcy Court (including the Bidding Procedures Order and the Sale Order), any Order of the Canadian Court (including the Canadian Bidding Procedures Recognition Order and the Canadian Sale Recognition Order), ) and Sellers’ ' duty to seek and obtain the highest or otherwise best price for the Acquired Assets Business as required by the Bankruptcy Code. (d) The Sellers shall, upon reasonable advance notice and subject to compliance with Law, provide the Purchaser with full access to, and copies of, all of the properties, books, contracts, documents, insurance policies, records and personnel relating to the Business, Transferred Employees and the Purchased Assets, including without limitation, all accounting records, ledgers, invoices and other documents supporting the amounts reflected in the Carve-Out Financial Statements, during normal business hours; provided, however, that any such access shall be conducted at Purchaser's expense under the supervision of appropriate personnel of the Sellers. Nothing herein shall require the Sellers to disclose any information to Purchaser if such disclosure would jeopardize any attorney-client or other legal privilege.

Reasonable Efforts/Cooperation. (a) Subject to the other terms of this Agreementprovisions hereof, each Party shall, and shall cause its Subsidiaries to, use its and their respective commercially reasonable best efforts to perform its and their respective obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to cause the Transactions transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Outside Date, in accordance with the terms hereof and to shall cooperate in a commercially reasonable manner with each other Party, its Affiliates Party and its and their respective Advisors Representatives in connection with any step required to be taken as a part of its obligations hereunder. Notwithstanding the foregoing or anything else herein to the contrary, the “reasonable best efforts” of Sellers will not require Sellers or any of its Affiliates or other Seller Parties to expend any money to remedy any breach of any representation or warranty, to commence any Action, to waive or surrender any right, to modify any Contract or to waive or forego any right, remedy or condition hereunder. For the avoidance of doubt, the Parties agree that the foregoing cannot be construed to create any obligation on any of the aforementioned Advisors to take or refrain from taking any action, absent an express contractual requirement to do so, nor can any of the foregoing be construed to override existing confidentiality and other obligations owed by any Party or other Person to such Advisors. (b) The obligations of Sellers pursuant to this Agreement, including this Section 6.5, 9.5 shall be subject to any Orders orders entered, or approvals or authorizations granted or required, by or under (i) the Bankruptcy Court or the Bankruptcy Code (including in connection with the Bankruptcy Cases) and (ii) the Canadian Court or the CCAA (including in connection with the Canadian Recognition Proceedings), and each Sellers’ obligations as a debtor-in-possession financing, and Sellers’ obligations as debtors in possession to comply with any Order order of the Bankruptcy Court 49 (including the Bidding Procedures Order and the Sale Order), any Order of the Canadian Court (including the Canadian Bidding Procedures Recognition Order and the Canadian Sale Recognition Order), ) and Sellers’ duty to seek and obtain the highest or otherwise best price for the Acquired Assets Business as required by the Bankruptcy Code. (c) The Sellers shall, or shall cause the Business to, promptly give such notice to third parties and use commercially reasonable best efforts to obtain all consents which are, or are required to be, set forth on Section 5.3 of the Disclosure Schedules. (d) Sellers, on the one hand, and Purchaser, on the other hand, shall promptly inform each other of any communication from any Governmental Body concerning this Agreement, the transactions contemplated hereby, and any filing, notification or request for approval. In addition, none of the Parties shall agree to participate in any meeting with any Governmental Body in respect of any filings, investigation or other inquiry with respect to this Agreement or the transactions contemplated hereby, unless such Party consults with the other Parties in advance and, unless prohibited by any such Governmental Body, gives the other Parties the opportunity to attend and participate thereat, in each case, to the maximum extent practicable. Subject to restrictions under any Law, each of Purchaser, on the one hand, and Sellers, on the other hand, shall furnish the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective Representatives on the one hand, and the Governmental Body or members of its staff on the other hand, with respect to this Agreement, the transactions contemplated hereby (excluding documents and communications which are subject to preexisting confidentiality agreements or to the attorney- client privilege or work product doctrine or which refer to valuation of the Business) or any such filing, notification or request for approval. Each Party shall also furnish the other Party with such necessary information and assistance as such other Party and its Affiliates may reasonably request in connection with their preparation of necessary filings, registration or submissions of information to the Governmental Body in connection with this Agreement, the transactions contemplated hereby and any such filing, notification or request for approval.