Common use of Reasonable Efforts Clause in Contracts

Reasonable Efforts. Each of the Company and Parent shall, and shall cause their respective controlled affiliates to, cooperate in good faith with all Governmental Entities and use their reasonable efforts to (A) cause the expiration of the notice periods under the HSR Act and any other Laws with respect to the Merger and the transactions contemplated hereby as promptly as is reasonably practicable after the execution of this Agreement, (B) resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Merger and the transactions contemplated hereby and (C) undertake any reasonable actions required to lawfully complete the Merger and the transactions contemplated hereby. Except where prohibited by applicable Legal Requirements, Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related to the foregoing, provided that it shall afford the Company the opportunity to participate therein. Notwithstanding the foregoing, neither the Company nor Parent shall be required to take (and, for the avoidance of doubt, the Company shall not take without Parent’s consent) any action which (x) is reasonably likely to have a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results of operations of either Parent (or any of its subsidiaries), the Company (or any of its subsidiaries) or the Surviving Corporation, taken individually or in the aggregate, (any such action, a “Burdensome Condition”) or (y) is not conditioned on the consummation of the Merger. Notwithstanding anything in this Agreement to the Contrary, neither the Company nor Parent shall be required to contest through litigation any objection, action or proceeding by any Governmental Entity.

Reasonable Efforts. Each (a) Subject to the terms and conditions of this Agreement, each Party shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the Company other Party in doing, all things necessary, proper or advisable to consummate and Parent make effective, the transactions contemplated by this Agreement and the Transaction Documents. (b) Seller and Purchaser will cooperate and, Seller shall, and shall cause the Target Entities to, use their respective controlled affiliates toreasonable best efforts to obtain as promptly as practicable any consents, cooperate approvals and waivers required from third persons pursuant to any Contracts in connection with the consummation of the transactions contemplated by this Agreement. With respect to any Contract for which any consent has not been obtained prior to the Closing, in the event that the Closing occurs, Seller shall continue to use reasonable best efforts to obtain any such consent after the Closing until either such consent has been obtained or Seller and Purchaser mutually agree, in good faith with faith, that such consent cannot reasonably be obtained. Nothing in this Section 5.3(b) shall require Purchaser to expend any material sum, make a material financial commitment or grant or agree to any material concession to any third Person to obtain any such consent, approval or waiver. (c) Each party shall, (i) within two (2) Business Days of the date hereof, make, or cause to be made, all Governmental Entities filings and use their reasonable efforts to submissions (including those (A) cause the expiration of the notice periods under the HSR Act and any other Laws (B) related to the approval required by the Turks & Caicos Islands Financial Services Commission with respect to changes of shareholders, directors and officers of FIC) required under any Law applicable to such party or any of its Affiliates, and give such reasonable undertakings as may be required in connection therewith, including a request for early termination of any applicable waiting period, request early termination of the Merger waiting period; and (ii) as promptly as practicable, use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations and approvals from all Governmental Authorities necessary to be obtained by such party or any of its Affiliates, in each case in connection with this Agreement or the Transaction Documents or the consummation of the transactions contemplated hereby as promptly as is reasonably practicable or thereby, provided that (A) Seller and his Affiliates shall not give any undertakings, make any commitments or enter into any agreements that would be binding upon Purchaser or any of its Affiliates, including, after the execution Closing, the Target Entities, without the prior written consent of this Agreement, Purchaser and (B) resolve such objections, if any, as may be asserted by neither Purchaser nor any Governmental Entity with respect to the Merger and the transactions contemplated hereby and (C) undertake any reasonable actions required to lawfully complete the Merger and the transactions contemplated hereby. Except where prohibited by applicable Legal Requirements, Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related to the foregoing, provided that it shall afford the Company the opportunity to participate therein. Notwithstanding the foregoing, neither the Company nor Parent of its Affiliates shall be required to take (and, for the avoidance of doubt, the Company shall not take without Parent’s consent) any action which (x) is reasonably likely to have a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results that involves divestiture of operations an existing business of either Parent (Purchaser or any of its subsidiaries)his Affiliates, including, after the Closing, the Company (Target Entities, that involves unreasonable expense or any of its subsidiaries) or that could reasonably be expected to impair the Surviving Corporation, taken individually or in the aggregate, (any such action, a “Burdensome Condition”) or (y) is not conditioned on overall benefit expected to be realized from the consummation of the Merger. Notwithstanding anything in transactions contemplated by this Agreement and the Transaction Documents. (d) Promptly following (and in any event, within two (2) Business Days of the date hereof), Seller shall notify the Arizona Department of Insurance (the “ADI”) of the transactions contemplated by this Agreement and that the licensing application of SAC Insurance with the ADI will therefore be amended. Following the Closing, Seller and Purchaser shall cooperate to the Contrary, neither the Company nor Parent shall be required amend such licensing application to contest through litigation any objection, action or proceeding by any Governmental Entityreflect Purchaser’s ownership of SAC Insurance.

Reasonable Efforts. Each Subject to the terms and conditions provided in this Agreement, each of the Company and Parent shall, and parties hereto shall cause their respective controlled affiliates to, cooperate in good faith with all Governmental Entities and use their its reasonable efforts to (A) take promptly, or cause the expiration of the notice periods to be taken promptly, all actions, and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under the HSR Act applicable laws and any other Laws with respect regulations to the Merger consummate and the transactions contemplated hereby as promptly as is reasonably practicable after the execution of this Agreement, (B) resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Merger and the transactions contemplated hereby and (C) undertake any reasonable actions required to lawfully complete the Merger and make effective the transactions contemplated hereby. Except where prohibited , to cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by applicable Legal Requirementsthis Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related to the foregoing, provided that it shall afford the Company the opportunity to participate therein. Notwithstanding the foregoing, neither the Company nor Parent shall not be required to take agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company, (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, for in the avoidance case of doubtParent, the business of the Company, (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not take without Parent’s consent) be required to agree to the imposition of any action which (x) is reasonably likely to have a material adverse effect limitation on the condition (financial ability of the Company to conduct its businesses or otherwise)own any capital stock or assets or to acquire, business, assets, liabilities hold or results exercise full rights of operations of either Parent (or any ownership of its subsidiaries), the Company (or any of its subsidiaries) or the Surviving Corporation, taken individually or in the aggregate, businesses (any such actionaction described in (x), a “Burdensome Condition”(y), (z) or (yaa) is not conditioned on the consummation an “Action of the MergerDivestiture”). Notwithstanding anything in this Agreement Nothing herein shall require Parent to the Contrary, neither the Company nor Parent shall be required to contest through litigation any objection, action or proceeding by litigate with any Governmental Entity.

Reasonable Efforts. Each (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, the Parent, Merger Sub and the Company agree to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Merger and make effective the Merger and the other Transactions as promptly as practicable including, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity and (ii) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing or any other covenant in this Agreement, in connection with the receipt of any necessary approvals under the HSR Act, neither the Company nor any of the Company Subsidiaries shall be entitled to divest or hold separate or otherwise take, or commit to take, any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any Company Subsidiary, without the Parent's prior written consent (which may be withheld in the Parent's sole and Parent shallabsolute discretion). (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement, the Merger and the other Transactions, except to the extent any such information is sensitive competitive information. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of any of the Transactions, the Company shall and shall cause their respective controlled affiliates to, cooperate in good faith with all Governmental Entities and the Company Subsidiaries to use their reasonable best efforts to effect such transfers, amendments or modifications. (Ac) cause The Company and the expiration of the notice periods Parent shall file as soon as practicable notifications under the HSR Act and any other Laws with respect to the Merger and the transactions contemplated hereby respond as promptly as is reasonably practicable after to any inquiries received from the execution Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and the Parent shall each request early termination of the HSR Act waiting period. (d) Nothing in this Agreement, Agreement shall be deemed to require the Parent or any of its Subsidiaries to (Bx) resolve such objections, if any, as may be asserted divest or hold separate any material assets or otherwise materially restrict its conduct of business or (y) commence any litigation against any entity in order to facilitate the consummation of any of the Transactions or to defend against any litigation brought by any Governmental Entity with respect seeking to prevent the Merger and consummation of any of the transactions contemplated hereby and (C) undertake any reasonable actions required to lawfully complete the Merger and the transactions contemplated herebyTransactions. Except where prohibited by applicable Legal Requirements, Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related to Without limiting the foregoing, provided that it shall afford the Parent and the Company the opportunity agree, and shall cause each of their respective Subsidiaries, to participate therein. Notwithstanding the foregoing, neither the Company nor Parent shall be cooperate and to use their respective reasonable best efforts to obtain any government clearances required to take (and, for the avoidance of doubt, Merger (including through compliance with the Company shall not take without Parent’s consentHSR Act and any applicable foreign government reporting requirements) and to respond to any action which (x) is reasonably likely to have a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results of operations of either Parent (or any of its subsidiaries), the Company (or any of its subsidiaries) or the Surviving Corporation, taken individually or in the aggregate, (any such action, a “Burdensome Condition”) or (y) is not conditioned on the consummation of the Merger. Notwithstanding anything in this Agreement to the Contrary, neither the Company nor Parent shall be required to contest through litigation any objection, action or proceeding by requests for information from any Governmental Entity, including any so-called "Second Request" under the HSR Act.

Reasonable Efforts. Each On the terms and subject to the ------------------ conditions set forth in this Agreement, each of the Company and Parent shallparties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and shall to do, or cause their respective controlled affiliates toto be done, and to assist and cooperate with the other parties in good faith with doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, and the other transactions contemplated by this Agreement, including (a) obtaining all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities and use their reasonable efforts to the making of all necessary registrations and filings (A) cause the expiration of the notice periods including filings with Governmental Entities, including without limitation, all filings under the HSR Act and any other Laws with respect to the Merger Act) and the transactions contemplated hereby as promptly as is reasonably practicable after the execution taking of this Agreement, (B) resolve such objections, if any, all reasonable steps as may be asserted by any Governmental Entity with respect necessary to the Merger and the transactions contemplated hereby and (C) undertake any reasonable actions required obtain an approval or waiver from or to lawfully complete the Merger and the transactions contemplated hereby. Except where prohibited by applicable Legal Requirements, Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related to the foregoing, provided that it shall afford the Company the opportunity to participate therein. Notwithstanding the foregoing, neither the Company nor Parent shall be required to take (and, for the avoidance of doubt, the Company shall not take without Parent’s consent) any action which (x) is reasonably likely to have a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results of operations of either Parent (or any of its subsidiaries), the Company (or any of its subsidiaries) or the Surviving Corporation, taken individually or in the aggregate, (any such action, a “Burdensome Condition”) or (y) is not conditioned on the consummation of the Merger. Notwithstanding anything in this Agreement to the Contrary, neither the Company nor Parent shall be required to contest through litigation any objection, avoid an action or proceeding by any Governmental Entity, (b) obtaining all necessary consents, approvals or waivers from third parties, (c) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (d) executing and delivering any additional instruments necessary to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing, no loan agreement or contract for borrowed money shall be repaid except as currently required by its terms, in whole or in part, and no contract shall be amended to increase the amount payable thereunder or otherwise to be more burdensome to the Company or any of its Subsidiaries in order to attain any such consent, approval or authorization without the prior written consent of Parent.

Reasonable Efforts. Each Subject to the terms and conditions provided herein, each of the Company Company, Parent and Parent Sub shall, and the Company shall cause their respective controlled affiliates each of its subsidiaries to, cooperate in good faith with all Governmental Entities and use their respective reasonable efforts to (Aa) take, or cause to be taken, all appropriate action, to do and cause to be done all things reasonably necessary, proper and advisable and to make, or cause to be made, all filings necessary, proper or advisable under applicable laws and regulations to consummate and make effective the expiration transactions contemplated by this Agreement, including, without limitation, their respective reasonable efforts to obtain, as promptly as practicable and prior to the Closing Date, all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities, regulatory organizations, and other instrumentalities and agencies and other third parties to contracts with the Company and its subsidiaries as are necessary in connection with the authorization, execution and delivery of this Agreement and the consummation of the notice periods transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Merger and (b) as promptly as practicable, make, or cause to be made, all filings and other submissions necessary, proper or advisable with respect to this Agreement the transactions contemplated hereby under (x) the HSR Act and any related governmental request thereunder and (y) any other Laws with respect applicable laws or regulations; provided, however, that no loan agreement or contract for borrowed money shall be repaid except as currently required by its terms, in whole or in part, and no contract shall be amended to increase the amount payable thereunder or otherwise to be more burdensome to the Merger and the transactions contemplated hereby as promptly as is reasonably practicable after the execution of this Agreement, (B) resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Merger and the transactions contemplated hereby and (C) undertake any reasonable actions required to lawfully complete the Merger and the transactions contemplated hereby. Except where prohibited by applicable Legal Requirements, Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related to the foregoing, provided that it shall afford the Company the opportunity to participate therein. Notwithstanding the foregoing, neither the Company nor Parent shall be required to take (and, for the avoidance of doubt, the Company shall not take without Parent’s consent) any action which (x) is reasonably likely to have a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results of operations of either Parent (or any of its subsidiaries), the Company (or any of its subsidiaries) or the Surviving Corporation, taken individually or subsidiaries in the aggregate, (order to obtain any such actionconsent, a “Burdensome Condition”) approval or (y) is not conditioned on authorization without the consummation written consent of Sub. The Company, Parent and Sub shall cooperate with each other in connection with the Merger. Notwithstanding anything in this Agreement making of all such filings, including providing copies of all such documents to the Contrarynon-filing party and its advisors prior to filing and, neither if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The Company, Parent and Sub shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the Company nor Parent shall be required to contest through litigation rules and regulations of any objection, action or proceeding applicable law in connection with the transactions contemplated by any Governmental Entitythis Agreement.

Reasonable Efforts. Each of the Company and Parent shall, and shall cause their respective controlled affiliates to, cooperate in good faith with all Governmental Entities and use their reasonable efforts to (A) cause the expiration of the notice periods under the HSR Act and any other Laws with respect Subject to the Merger terms and the transactions contemplated hereby as promptly as is reasonably practicable after the execution conditions of this Agreement, (B) resolve such objectionseach of the parties hereto will use all reasonable efforts to take, if anyor cause to be taken, as may all action, and to do, or cause to be asserted done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by any Governmental Entity with respect this Agreement and shall use all reasonable efforts to satisfy the Merger and conditions to the transactions contemplated hereby and (C) undertake to obtain all waivers, permits, consents and approvals and to effect all registrations, filings and notices with or to third parties or governmental or public bodies or authorities which are necessary or desirable in connection with the transactions contemplated by this Agreement, including, but not limited to, filings to the extent required under the Exchange Act. Without limiting the generality of the foregoing, the Parent as the sole stockholder of the Purchaser, and the Purchaser as a stockholder of the Company, will consent and/or vote in favor of the transactions contemplated hereunder, and Company, the Parent, and the Purchaser will vigorously defend against any reasonable actions required to lawfully complete lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or the Merger and consummation of any of the transactions contemplated hereby. Except where prohibited by applicable Legal Requirements, Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related Subject to the foregoingterms and conditions of this Agreement, provided that it shall afford from time to time after the Company the opportunity to participate therein. Notwithstanding the foregoingdate hereof, neither the Company nor Parent shall be required to take (and, for the avoidance of doubtwithout further consideration, the Company shall not take will, at its own expense, execute and deliver such documents to the Parent as the Parent may reasonably request in order to consummate the transactions contemplated by this Agreement. Subject to the terms and conditions of this Agreement, from time to time after the date hereof, without Parent’s consent) any action which (x) is reasonably likely further consideration, each of the Parent and the Purchaser will, at its own expense, execute and deliver such documents to have a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results of operations of either Parent (or any of its subsidiaries), the Company (or any of its subsidiaries) or the Surviving Corporation, taken individually or in the aggregate, (any such action, a “Burdensome Condition”) or (y) is not conditioned on the consummation of the Merger. Notwithstanding anything in this Agreement to the Contrary, neither as the Company nor Parent shall be required may reasonably request in order to contest through litigation any objection, action or proceeding consummate the transactions contemplated by any Governmental Entitythis Agreement.

Reasonable Efforts. Each of the Company and Parent shall, and shall cause their respective controlled affiliates to, cooperate in good faith with all Governmental Entities and use their reasonable efforts to (A) cause the expiration of the notice periods under the HSR Act and any other Laws with respect to the Merger 1 and the transactions contemplated hereby as promptly as is reasonably practicable after the execution of this Agreement, (B) resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Merger 1 and the transactions contemplated hereby and (C) undertake any reasonable actions required to lawfully complete the Merger 1 and the transactions contemplated hereby. Except where prohibited by applicable Legal Requirements, Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related to the foregoing, provided that it shall afford the Company the opportunity to participate therein. Notwithstanding the foregoing, neither the Company nor Parent shall be required to take (and, for the avoidance of doubt, the Company shall not take without Parent’s consent) any action which (x) is reasonably likely to have a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results of operations of either Parent (or any of its subsidiariesSubsidiaries), the Company (or any of its subsidiariesSubsidiaries) or the Intermediate Surviving Corporation, taken individually or in the aggregate, (any such action, a “Burdensome Condition”) or (y) is not conditioned on the consummation of the MergerMerger 1. Notwithstanding anything in this Agreement to the Contrarycontrary, neither the Company nor Parent shall be required to contest through litigation any objection, action or proceeding by any Governmental Entity.

Reasonable Efforts. Each (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Parent, Merger Sub and the Company agree to use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Merger and make effective the Merger and the other Transactions as promptly as practicable including, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing, or any other covenant herein contained, in connection with the receipt of any necessary approvals under the HSR Act, neither the Company nor any of Company Subsidiaries shall be entitled to divest or hold separate or otherwise take or commit to take any action that limits Parent's or the Surviving Corporation's freedom of action with respect of, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any Subsidiary, without Parent's prior written consent (which may be withheld in Parent's sole and Parent shallabsolute discretion). (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement, the Merger and the other Transactions. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of any of the Transactions, the Company shall and shall cause their respective controlled affiliates to, cooperate in good faith with all Governmental Entities and the Company Subsidiaries to use their commercially reasonable efforts to effect such transfers, amendments or modifications. (Ac) cause the expiration of the notice periods The Company and Parent shall file as soon as practicable notifications under the HSR Act and any other Laws with respect to the Merger and the transactions contemplated hereby respond as promptly as is reasonably practicable after to any inquiries received from the execution Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting period. (d) Notwithstanding the foregoing, nothing in this Agreement, Agreement shall be deemed to require Parent or any of its Subsidiaries to (Bi) resolve such objections, if any, as may be asserted divest or hold separate any assets or otherwise restrict its conduct of business or (ii) commence any litigation against any entity in order to facilitate the consummation of any of the Transactions or to defend against any litigation brought by any Governmental Entity with respect seeking to the Merger and the transactions contemplated hereby and (C) undertake any reasonable actions required to lawfully complete the Merger and the transactions contemplated hereby. Except where prohibited by applicable Legal Requirements, Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related to the foregoing, provided that it shall afford the Company the opportunity to participate therein. Notwithstanding the foregoing, neither the Company nor Parent shall be required to take (and, for the avoidance of doubt, the Company shall not take without Parent’s consent) any action which (x) is reasonably likely to have a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results of operations of either Parent (or any of its subsidiaries), the Company (or any of its subsidiaries) or the Surviving Corporation, taken individually or in the aggregate, (any such action, a “Burdensome Condition”) or (y) is not conditioned on prevent the consummation of any of the Merger. Notwithstanding anything in this Agreement to the Contrary, neither the Company nor Parent shall be required to contest through litigation any objection, action or proceeding by any Governmental EntityTransactions.

Reasonable Efforts. Each Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use its reasonable efforts to ensure that its representations and warranties remain true and correct in all material respects, and to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals, to effect all necessary registrations and filings, and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided that Parent shall not be required to agree to any divestiture by Parent or the Company or any of Parent's subsidiaries or affiliates of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates or the Company or its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock. To the extent required by law, as soon as may be reasonably practicable, the Company and Parent shall, each shall file with the United States Federal Trade Commission (the "FTC") and shall cause their respective controlled affiliates to, cooperate in good faith with all Governmental Entities and use their reasonable efforts to (A) cause the expiration Antitrust Division of the notice periods under the HSR Act United States Department of Justice ("DOJ") Notification and any other Laws with respect Report forms relating to the Merger and the transactions contemplated hereby herein as promptly as is reasonably practicable after required by the execution of this Agreement, (B) resolve such objections, if anyHSR Act, as well as comparable premerger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties. The Company and Parent each shall promptly (a) supply the other with any information which may be asserted by any Governmental Entity with respect required in order to the Merger and the transactions contemplated hereby effectuate such filings and (Cb) undertake supply any reasonable actions required to lawfully complete the Merger and the transactions contemplated hereby. Except where prohibited by applicable Legal Requirements, Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related to the foregoing, provided that it shall afford the Company the opportunity to participate therein. Notwithstanding the foregoing, neither the Company nor Parent shall additional information which reasonably may be required to take (and, for by the avoidance of doubtFTC, the Company shall not take without Parent’s consent) any action which (x) is reasonably likely to have a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results of operations of either Parent (or any of its subsidiaries), the Company (or any of its subsidiaries) DOJ or the Surviving Corporation, taken individually competition or in merger control authorities of any other jurisdiction and which the aggregate, (any such action, a “Burdensome Condition”) or (y) is not conditioned on the consummation of the Merger. Notwithstanding anything in this Agreement to the Contrary, neither the Company nor Parent shall be required to contest through litigation any objection, action or proceeding by any Governmental Entityparties may reasonably deem appropriate.

Reasonable Efforts. Each Subject to Parent's rights to delay the Closing as set forth in Section 2.1, each of the Company and Parent shall, and shall cause their respective controlled affiliates to, cooperate in good faith with all Governmental Entities and Subsidiaries shall use their reasonable commercial efforts to (A) cause the expiration of the notice periods under the HSR Act and any other Laws with respect to the Merger and the transactions contemplated hereby as promptly as is reasonably practicable after the execution of this Agreement, (B) resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Merger and effectuate the transactions contemplated hereby and (C) undertake any reasonable actions required to lawfully complete cause to be fulfilled the Merger conditions to Closing under this Agreement, and the transactions contemplated hereby. Except where prohibited by applicable Legal Requirements, Parent Company shall be entitled use its commercially reasonable efforts to lead any proceedings or negotiations comply with any Governmental Entity related and to effectuate the foregoing, provided that it shall afford Voting Agreements and the Company the opportunity to participate thereinOption Agreement. Notwithstanding the foregoing, neither the Company nor Parent shall be required to take (and, for the avoidance of doubt, the Company shall not take without Parent’s consent) any action which (x) is reasonably likely to have a material adverse effect on the condition (financial foregoing or otherwise), business, assets, liabilities or results of operations of either Parent (or any of its subsidiaries), the Company (or any of its subsidiaries) or the Surviving Corporation, taken individually or in the aggregate, (any such action, a “Burdensome Condition”) or (y) is not conditioned on the consummation of the Merger. Notwithstanding anything in this Agreement to the Contrarycontrary, (i) (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction and each of the Company and its Subsidiaries shall commit to, and shall use reasonable efforts to effect, such a transaction (which may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall request, and (B) neither Parent nor any of its Subsidiaries shall be required to contest through litigation divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any objectionaction that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, except (1) Parent shall take such action with respect to personal communications services ("PCS") spectrum in the Company's geographic cellular service areas as is required to comply with the FCC's spectrum aggregation rules and policies or proceeding by shall obtain a timely waiver of such rules and policies and (2) any Governmental Entitysuch divestiture, requirement to hold separate, or limitation that arises after Parent or any of its Subsidiaries engages in, or agrees to engage in, a merger, acquisition or other business combination transaction after the date hereof (and which has not been publicly announced prior to the date hereof), but would not have arisen but for Parent engaging in or agreeing to engage in such transaction, and (ii) nothing in this Agreement shall prevent or restrict Parent and its Subsidiaries from engaging in any merger, acquisition or business combination transaction; provided that such merger, acquisition or, business combination transaction would not (x) prevent, or delay beyond the Outside Date the ability of Parent to consummate the Merger or (y) cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code.

Reasonable Efforts. Each (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Parent, Merger Sub and the Company agree to use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Merger and make effective the Merger and the other Transactions as promptly as practicable including, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, and (ii) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing, or any other covenant herein contained, in connection with the receipt of any necessary approvals under the HSR Act, neither the Company nor any of the Company Subsidiaries shall be entitled to divest or hold separate or otherwise take or commit to take any action that limits Parent's or Merger Sub's freedom of action with respect of, or their ability to retain, the Company or any of the Company Subsidiaries or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any of its Subsidiaries, without Parent's prior written consent (which may be withheld in Parent's sole and Parent shallabsolute discretion). (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement, the Merger and the other Transactions. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of any of the Transactions, the Company shall and shall cause their respective controlled affiliates to, cooperate in good faith with all Governmental Entities and the Company Subsidiaries to use their commercially reasonable efforts to effect such transfers, amendments or modifications. (Ac) cause the expiration of the notice periods The Company and Parent shall file as soon as practicable notifications under the HSR Act and any other Laws with respect to the Merger and the transactions contemplated hereby respond as promptly as is reasonably practicable after to any inquiries received from the execution Federal Trade Commission and the Antitrust Division of this Agreement, (B) resolve such objections, if any, the Department of Justice for additional information or documentation and respond as may be asserted by promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with respect to antitrust matters. Concurrently with the Merger filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and the transactions contemplated hereby and (C) undertake any reasonable actions required to lawfully complete the Merger and the transactions contemplated hereby. Except where prohibited by applicable Legal Requirements, Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related to each request early termination of the foregoing, provided that it shall afford the Company the opportunity to participate therein. HSR Act waiting period. (d) Notwithstanding the foregoing, neither the Company nor Parent nothing in this Agreement shall be required deemed to take (and, for the avoidance of doubt, the Company shall not take without Parent’s consent) require Parent or Merger Sub to commence any action which (x) is reasonably likely litigation against any entity in order to have a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results of operations of either Parent (or any of its subsidiaries), the Company (or any of its subsidiaries) or the Surviving Corporation, taken individually or in the aggregate, (any such action, a “Burdensome Condition”) or (y) is not conditioned on facilitate the consummation of any of the Merger. Notwithstanding anything in this Agreement to the Contrary, neither the Company nor Parent shall be required to contest through litigation any objection, action or proceeding by any Governmental EntityTransactions.

Reasonable Efforts. Each of (a) Subject to the terms and conditions herein provided, Parent, Merger Sub and Company and Parent shall, and shall cause their respective controlled affiliates to, cooperate in good faith with all Governmental Entities and use their reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or appropriate under this Agreement, applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including (Ai) using reasonable efforts to obtain all necessary governmental and private party consents, approvals or waivers, (ii) using reasonable efforts to lift any legal bar to the Merger, and (iii) furnishing all information required under the HSR Act. Parent shall cause Merger Sub to perform all of its obligations under this Agreement. Notwithstanding anything to the expiration contrary in this Agreement (other than Section 5.14), neither Parent, the Surviving Corporation, nor Company nor any of their Subsidiaries shall be required to (i) divest, hold separate or license (through a trust or otherwise) any business(es), product line(s) or asset(s), (ii) take any action or accept any limitation that would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect, or (iii) agree to any of the notice periods foregoing. Parent shall use its reasonable efforts to make all filings required to be made under the HSR Act and any other Laws with respect to within ten (10) days following the Merger and the transactions contemplated hereby as promptly as is reasonably practicable after the execution date of this Agreement. (b) Company agrees to provide, (B) resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Merger and the transactions contemplated hereby and (C) undertake any reasonable actions required to lawfully complete the Merger and the transactions contemplated hereby. Except where prohibited by applicable Legal Requirements, Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related to the foregoing, provided that it shall afford will cause the Company Subsidiaries and its and their respective officers and employees to provide all necessary cooperation reasonably requested by Parent in connection with the opportunity to participate therein. Notwithstanding the foregoing, neither the Company nor Parent shall be required to take (and, for the avoidance of doubt, the Company shall not take without Parent’s consent) any action which (x) is reasonably likely to have a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results of operations of either Parent (or any of its subsidiaries), the Company (or any of its subsidiaries) or the Surviving Corporation, taken individually or in the aggregate, (any such action, a “Burdensome Condition”) or (y) is not conditioned on the consummation of the Merger. Notwithstanding anything in this Agreement to the Contrary, neither the Company nor Parent shall be required to contest through litigation any objection, action or proceeding by any Governmental EntityFinancing.

Reasonable Efforts. Each (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to ensure that the conditions set forth in Article 6 are satisfied and to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, the obtaining of all necessary waivers, consents and approvals and the effecting of all necessary registrations and filings; provided, however, that the Company shall not, without Parent's prior written consent, and Parent shall not be required to, divest or hold separate or otherwise take or commit to take any other similar action with respect to any assets, businesses or product lines of the Company and Parent shall, and shall cause their respective controlled affiliates to, cooperate in good faith with all Governmental Entities and use their reasonable efforts to (A) cause or any of its subsidiaries. Without limiting the expiration generality of the notice periods foregoing, as promptly as practicable, the Company, Parent and Sub shall make all filings and submissions under the HSR Act and any other Laws with respect to the Merger and the transactions contemplated hereby as promptly as is reasonably practicable after the execution of this Agreement, (B) resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Merger and the transactions contemplated hereby and (C) undertake any reasonable actions reasonably required to lawfully complete the Merger be made in connection with this Agreement and the transactions contemplated hereby. Except where prohibited by applicable Legal RequirementsSubject to the Confidentiality Agreements, the Company will furnish to Parent shall be entitled and Sub, and Parent and Sub will furnish to lead the Company, such information and assistance as the other may reasonably request in connection with the preparation of any proceedings such filings or negotiations submissions. Subject to the Confidentiality Agreements, the Company will provide Parent and Sub, and Parent and Sub will provide the Company, with copies of all material written correspondence, filings and communications (or memoranda setting forth the substance thereof) between such party or any of its representatives and any Governmental Entity related Entity, with respect to the obtaining of any waivers, consent or approvals and the making of any registrations or filings, in each case that is necessary to consummate the Merger and the other transactions contemplated hereby. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers or directors of Parent and the Surviving Corporation shall take all such necessary action. In connection with and without limiting the foregoing, provided that it shall afford the Company and the opportunity Company's Board of Directors shall (i) take all action necessary to participate therein. Notwithstanding ensure that no state takeover statute or similar law is or becomes applicable to this Agreement or any transaction contemplated thereby and (ii) if a state takeover statute or similar law becomes applicable to this Agreement or any transaction contemplated thereby, take all action necessary to ensure that the foregoingMerger and such other transaction may be consummated, neither as promptly as practicable, on the Company nor Parent shall be required terms contemplated by this Agreement. (b) Subject to take (and, for the avoidance of doubtterms and conditions herein provided, the Company agrees to use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to obtain the necessary waivers, consents and approvals described in Section 5.19(f) prior to September 8, 2003; provided, however, that the Company shall not take not, without Parent’s consent) 's prior written consent divest or hold separate or otherwise take or commit to take any other similar action which (x) is reasonably likely with respect to have a material adverse effect on the condition (financial or otherwise), business, any assets, liabilities businesses or results product lines of operations of either Parent (the Company or any of its subsidiaries), the Company (or any of its subsidiaries) or the Surviving Corporation, taken individually or in the aggregate, (any such action, a “Burdensome Condition”) or (y) is not conditioned on the consummation of the Merger. Notwithstanding anything in this Agreement to the Contrary, neither the Company nor Parent shall be required to contest through litigation any objection, action or proceeding by any Governmental Entity.

Reasonable Efforts. Each of the Company and Parent shall, and shall cause their respective controlled affiliates to, cooperate in good faith with parties hereto will use all Governmental Entities and use their reasonable efforts to (A) cause obtain, and will cooperate fully with the expiration other in a timely manner in obtaining, all consents, permits, waivers, authorizations and approvals of the notice periods under the HSR Act governmental authorities and any other Laws with respect parties which may be required to the Merger and consummate the transactions contemplated hereby as promptly as is reasonably practicable after the execution of by this Agreement, (B) resolve such objectionsand otherwise to do all things necessary, if any, as may be asserted by any Governmental Entity proper or advisable consistent with respect applicable law to cause the fulfillment on or prior to the Merger Closing Date of all of the conditions to its obligations hereunder and to consummate in a timely manner the transactions contemplated hereby by this Agreement, including all reasonable efforts (a) to obtain all necessary waivers, consents and approvals from other parties to agreements, (Cb) undertake any reasonable actions to obtain all consents, approvals and authorizations that are required to lawfully complete be obtained under any federal, state, local or foreign law or regulation, (c) to lift or rescind any injunction or restraining order or other order adversely affecting the Merger and ability of the parties hereto to consummate the transactions contemplated hereby. Except where prohibited , and (d) to effect all necessary registrations and filings of information requested by applicable Legal Requirements, Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related to the foregoing, governmental authorities; provided that it shall afford the Company the opportunity obligation to participate therein. Notwithstanding the foregoing, neither the Company nor Parent shall be required to take (and, for the avoidance of doubt, the Company use all reasonable efforts shall not take without Parent’s consent) include an obligation to provide any action financial incentives or, except for nominal amounts, to make any payment or expend any funds which (x) is reasonably likely are not otherwise required by law or agreement. Seller and Buyer further covenant and agree, with respect to have a material adverse effect on any threatened or pending preliminary injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the condition (financial or otherwise), business, assets, liabilities or results of operations of either Parent (or any of its subsidiaries), the Company (or any of its subsidiaries) or the Surviving Corporation, taken individually or in the aggregate, (any such action, a “Burdensome Condition”) or (y) is not conditioned on the consummation ability of the Merger. Notwithstanding anything in this Agreement parties hereto to consummate the Contrarytransactions contemplated hereby, neither to respectively use all reasonable efforts to prevent the Company nor Parent shall be required to contest through litigation any objectionentry, action enactment or proceeding by any Governmental Entitypromulgation thereof, as the case may be.

Reasonable Efforts. Each (a) On the terms and subject to the conditions of this Agreement, each party shall use its reasonable efforts to cause the Closing to occur, including defending against any Proceedings challenging this Agreement or the consummation of the Company transactions contemplated hereby, and Parent seeking to have any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition entered or imposed by any court or other Governmental Entity that is not yet final and non-appealable, vacated or reversed; provided, however, that neither the Seller, the Company, the Purchaser nor any of their respective Affiliates shall be required to make any material monetary expenditure, commence or participate in any Proceeding or offer or grant any material accommodation (financial or otherwise) to any third Person. Without limiting the foregoing, each party shall use its reasonable efforts (subject to the provision in the immediately preceding sentence) to cause the Closing to occur by the Outside Date (as defined in Section 7.01(a)). (b) Prior to the Closing, each party shall, and shall cause their respective controlled affiliates its Affiliates to, use its reasonable efforts (at its own expense) to obtain, and to cooperate in good faith with obtaining, all Consents from Governmental Entities and use their reasonable efforts or other third parties necessary or appropriate to permit the consummation of the Transaction; provided, however, that the parties shall not be required to pay or commit to pay any amount to (Aor incur any obligation in favor of) cause the expiration of the notice periods under the HSR Act any Person from whom any such Consent may be required (other than nominal filing or application fees). Purchaser acknowledges that certain Consents and any other Laws waivers with respect to the Merger transactions contemplated by this Agreement may be required from parties to the Contracts listed on the Schedules hereto and that such Consents and waivers have not been obtained. The Seller shall not have any liability whatsoever to Purchaser arising out of or relating to the failure to obtain any Consents or waivers disclosed as being required by the Seller in the Disclosure Schedules and/or by express reference to this section in the Disclosure Documents in connection with the transactions contemplated hereby by this Agreement or because of the termination of any Contract as promptly a result thereof. Purchaser acknowledges that no representation, warranty or covenant of the Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as is reasonably practicable after a result of (i) the execution of this Agreementfailure to obtain any such Consent or waiver, (Bii) resolve any such objections, if any, as may be asserted termination or (iii) any Proceeding commenced or threatened by or on behalf of any Governmental Entity with respect Person arising out of or relating to the Merger and the transactions contemplated hereby and (C) undertake failure to obtain any reasonable actions required to lawfully complete the Merger and the transactions contemplated hereby. Except where prohibited by applicable Legal Requirements, Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related to the foregoing, provided that it shall afford the Company the opportunity to participate therein. Notwithstanding the foregoing, neither the Company nor Parent shall be required to take (and, for the avoidance of doubt, the Company shall not take without Parent’s consent) any action which (x) is reasonably likely to have a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results of operations of either Parent (such Consent or any of its subsidiaries), the Company (or any of its subsidiaries) or the Surviving Corporation, taken individually or in the aggregate, (any such action, a “Burdensome Condition”) or (y) is not conditioned on the consummation of the Merger. Notwithstanding anything in this Agreement to the Contrary, neither the Company nor Parent shall be required to contest through litigation any objection, action or proceeding by any Governmental Entitytermination.

Reasonable Efforts. (a) Each Party, including the Members’ Representative and the Chart Representative, agrees to use all reasonable efforts promptly to take, or cause to be taken, and the Company shall cause its Subsidiaries to take, all actions and do or cause to be done all things necessary, proper or advisable under applicable Laws and regulations to (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental Authorities or any other public or private third parties required to consummate the Mergers and the other matters contemplated hereby, (ii) provide such other information and communications to such Governmental Authorities or other public or private Persons as the other Party or such Governmental Authorities or other public or private Persons may reasonably request in connection therewith, and (iii) consummate and make effective the Transactions, including the satisfaction, but not waiver, of all conditions hereto; provided that the foregoing shall not require acceptance by the Parent Parties or the Seller Parties of any mitigation arrangement or any condition required or imposed on the Parent Parties or their Affiliates, the Members and/or the Company or its Subsidiaries that are unacceptable to the Parent (on behalf of the Parent Parties) or the Members’ Representative (or behalf of the Seller Parties), each in its sole discretion. Notwithstanding anything to the contrary in this Section 6.7(a), the Parent Parties, on the one hand, and the Seller Parties, on the other hand, shall each keep the other Party reasonably and promptly informed of any and all material written and oral communications from any Governmental Authority, or any such other public or private Person, regarding the Extension and the Extension Documents and regarding the Transactions or otherwise relating to this Agreement or any of the other Transaction Documents. (b) Each of the Parties shall cooperate reasonably with each other in connection with the performance of Section 6.7(a), and to the extent reasonably practicable and permitted by applicable Law and the applicable Governmental Authority, all discussions, telephone calls and meetings with a Governmental Authority regarding the Transactions shall include Representatives of the Company and Parent shall, and shall cause their respective controlled affiliates to, cooperate in good faith with all Governmental Entities and use their reasonable efforts to (A) cause the expiration of the notice periods under the HSR Act and any other Laws with respect to the Merger and the transactions contemplated hereby as promptly as is reasonably practicable after the execution of this Agreement, (B) resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Merger and the transactions contemplated hereby and (C) undertake any reasonable actions required to lawfully complete the Merger and the transactions contemplated hereby. Except where prohibited by applicable Legal Requirements, Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related to the foregoing, provided that it shall afford the Company the opportunity to participate thereinParent. Notwithstanding the foregoing, neither the Company nor Parent shall be required to take (and, for the avoidance of doubt, the Company shall not take without Parent’s consent) any action which (x) is reasonably likely to have a material adverse effect on the condition (financial foregoing or otherwise), business, assets, liabilities or results of operations of either Parent (or any of its subsidiaries), the Company (or any of its subsidiaries) or the Surviving Corporation, taken individually or in the aggregate, (any such action, a “Burdensome Condition”) or (y) is not conditioned on the consummation of the Merger. Notwithstanding anything in this Agreement to the Contrarycontrary, neither it is expressly understood and agreed that (i) no Party shall have any obligation to litigate or contest any administrative or judicial action or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent brought by or before an administrative tribunal, court or other similar tribunal or body and (ii) nothing shall require any Parent Party or any Seller Party to accept or permit any Subsidiary of the Company nor to accept, without Parent’s and the Members’ Representative’s consent, any requirement, condition or arrangement imposed upon the Members, the Parent Parties, the Company or any of its Subsidiaries or their respective business operations as a condition to obtaining approval or resolving any objection of a Governmental Authority or other public or private Persons with respect to the Transactions, in each case to the extent that such actions, requirements, conditions or arrangements are unacceptable to Parent or the Members’ Representative, each in its sole discretion. (c) The Parties and the Members’ Representative and the Chart Representative shall make all other necessary and appropriate filings with applicable agencies of the U.S. Government, including, if appropriate, submission of notification of the Transactions to the U.S. Department of State at least sixty (60) days in advance of the Closing pursuant to 22 C.F.R. § 122.4(b). (d) Subject to the provisions of Sections 6.7(a)-(c) above, none of the Parties shall take any action that would reasonably be expected to hinder or delay the obtaining of clearance or any necessary approval of any Governmental Authority. (e) Promptly following the date hereof, the Executive Employees and Parent shall be required to contest through litigation any objection, action or proceeding by any Governmental Entityeach negotiate the Employment Agreements in good faith consistent with the terms set forth in Section 7.6(f).

Reasonable Efforts. (a) Each of the Company and Parent shall, and shall cause their respective controlled affiliates to, cooperate in good faith with all Governmental Entities and party will use their commercially reasonable efforts to cause all conditions precedent to its obligations to consummate the Transactions (Aupon the terms and conditions set forth in Articles VIII, IX and X, as applicable, to the Investors and the Company) cause to be satisfied provided, however that the expiration parties shall not be required to take any action by this Section 7.01 that would prevent the Company from consummating a Qualified Public Offering or Qualified Sale. (b) In furtherance and not in limitation of the notice periods under covenants of the HSR Act and any other Laws with respect parties contained in this Section 7.01, each party agrees to the Merger and the transactions contemplated hereby as promptly as is reasonably practicable after the execution of this Agreement, (B) resolve use commercially reasonable efforts to address such objections, if any, as may be asserted by with respect to the transactions contemplated hereby under the Communications Act of 1934, as amended, any rule, regulation or policy of the FCC, and/or any statute, rule, regulation or policy of any other Governmental Entity with respect to the Merger operation of channels of radio communication and/or the provision of communications services (collectively, "Communications Regulation"). In connection with the foregoing, each party agrees to cooperate and use commercially reasonable efforts to assist in any defense by any other party hereto of the transactions contemplated by this Agreement before any Governmental Authority reviewing the transactions contemplated by this Agreement, including by promptly providing such information as may be reasonably requested by such Governmental Authority or such assistance as may be reasonably requested by the other party hereto in such defense. (c) If any objections are asserted with respect to the transactions contemplated hereby and (C) undertake under any reasonable actions required to lawfully complete the Merger and Communications Regulation or if any suit is instituted by any Governmental Authority or any private party challenging any of the transactions contemplated herebyhereby as violative of any Communications Regulation, the parties shall use commercially reasonable efforts to resolve any such objections or challenge as such Governmental Authority or private party may have to such transactions under such law so as to permit consummation of the transactions contemplated by this Agreement. Except where prohibited by applicable Legal RequirementsIn furtherance of the parties' obligations under this Section 7.01, Parent the Investors and the Company shall be entitled required to lead any proceedings or negotiations with (and, to the extent required by any Governmental Entity, shall cause any Convertible Note and Stock Purchase Agreement Subsidiary to), propose, negotiate, commit to and enter into one or more settlements, undertakings, conditions, consent decrees, stipulations and other agreements with or to one or more Governmental Entity related to (each, a "Settlement") in connection with the foregoingtransactions contemplated by this Agreement (including obtaining the requisite consent of such Governmental Entity); provided, provided however, that it shall afford none of the Company the opportunity to participate therein. Notwithstanding the foregoing, neither the Company parties nor Parent any of their affiliates shall be required to take (and, for or direct the avoidance of doubt, the Company shall not take without Parent’s consenttaking of) any of the foregoing actions or any other action which (x) is contemplated by this Section 7.01 that would reasonably likely be expected to have a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results of operations of either Parent (or any of its subsidiaries), the Company (or any of its subsidiaries) or the Surviving Corporation, taken individually or in the aggregate, (any such action, a “Burdensome Condition”) or (y) is not conditioned on the consummation of the Merger. Notwithstanding anything in this Agreement to the Contrary, neither the Company nor Parent shall be required to contest through litigation any objection, action or proceeding by any Governmental EntityMaterial Adverse Effect.

Reasonable Efforts. Each (a) Subject to the terms and conditions of this Agreement, each party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to use its commercially reasonable efforts to do, or cause to be done, all things reasonably necessary, proper or advisable under Applicable Laws to consummate the Transactions, or cause the conditions set forth in Article 6 to be satisfied, including taking actions reasonably necessary to obtain any and all Approvals of any Governmental Authority or other Person required in connection with the Merger; provided, however, that Parent shall not be obligated to, and neither the Company nor any Company Subsidiary shall (unless expressly required by Parent in advance at Parent’s sole cost and expense), make or consent to any divestiture or operational limitation or activity in connection therewith, or any waiver or modification of any right, or any payment of money or grant of any other commercial concession as a condition to obtaining any such Approval. Without limiting the generality of the foregoing, the Company shall deliver or cause to be delivered each of the agreements or documents referred to in Section 6.2(g). (b) Notwithstanding Section 5.7(a) above, the Company and Parent shalleach Company Subsidiary shall promptly execute and file, or join in the execution and shall cause their respective controlled affiliates tofiling of, cooperate any application, notification or other document that may be necessary in good faith order to obtain the authorization, approval or consent of any Governmental Authority, whether federal, state, local or foreign, which may be required in connection with all Governmental Entities and use their reasonable efforts to (A) cause the expiration consummation of the notice periods under the HSR Act and any other Laws with respect to the Merger and the other transactions contemplated hereby as by this Agreement or any Ancillary Agreements in order to preserve or transfer the Cannabis Licenses. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Parent and Merger Sub to promptly as is reasonably practicable after obtain, all such authorizations, approvals and consents from Governmental Authorities (the execution “Cannabis Approvals”), in each case at the sole cost and expense (including government fees and all professional and advisor fees) of this Agreement, (B) resolve such objections, if any, as may be asserted by any Governmental Entity with respect Parent. At or prior to the Merger and Closing, the transactions contemplated hereby and (C) undertake any reasonable actions required to lawfully complete the Merger and the transactions contemplated hereby. Except where prohibited by applicable Legal Requirements, Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related either have (i) directly paid in full the entire cost of obtaining all such Cannabis Approvals and delivered evidence to the foregoingCompany of such payment in full, provided that it shall afford or (ii) reimbursed the Company in full for the opportunity to participate thereinentire cost of such Cannabis Approvals. Notwithstanding the foregoing, neither the Company nor prior to NevadaPure submitting or joining in any Cannabis Approvals, NevadaPure shall enter into a management agreement reasonably acceptable to Parent shall be required to take (andproviding for, for the avoidance of doubtamong other things, the Company shall not take without Parent’s consent) any action which (x) is reasonably likely to have a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results continued operation and management of operations of either Parent (or any of NevadaPure by its subsidiaries), the Company (or any of its subsidiaries) or the Surviving Corporation, taken individually or in the aggregate, (any such action, a “Burdensome Condition”) or (y) is not conditioned on the consummation of the Merger. Notwithstanding anything in this Agreement to the Contrary, neither the Company nor Parent shall be required to contest through litigation any objection, action or proceeding by any Governmental Entityexisting managers and members.

Reasonable Efforts. Each of the Company and Parent shall, and shall cause their respective controlled affiliates to, cooperate in good faith with all Governmental Entities and use their reasonable efforts to (Aa) cause the expiration of the notice periods under the HSR Act and any other Laws with respect Prior to the Merger Closing, upon the terms ------------------ and subject to the transactions contemplated hereby as promptly as is reasonably practicable after the execution conditions of this Agreement, the Purchaser and the Company agree to use their respective reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary and appropriate, under applicable laws to consummate and make effective the Transactions as promptly as practicable including, but not limited to (Bi) resolve the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions and the taking of such objectionsactions as are necessary to obtain any requisite approvals, if anyconsents, as may be asserted orders, exemptions or waivers by any third party or Governmental Entity, and (ii) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the Transactions unless otherwise prohibited by law. If any party hereto or affiliate thereof receives a request for additional information or documentary material from any such Government Entity with respect to the Merger Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the transactions contemplated hereby and other party, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (Cincluding environmental permits) undertake any reasonable actions are required to lawfully complete as a result of the Merger and execution of this Agreement or consummation of the transactions contemplated hereby. Except where prohibited by applicable Legal RequirementsTransactions, Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related to the foregoing, provided that it shall afford the Company the opportunity shall use its commercially reasonable efforts to participate therein. effect such transfers. (c) Notwithstanding the foregoing, neither nothing in this Agreement shall require the Company nor Parent shall be required Purchaser to take (and, for the avoidance of doubt, the Company shall not take without Parent’s consent) defend against any action which (x) is reasonably likely litigation brought by any Governmental Entity seeking to have a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results of operations of either Parent (or any of its subsidiaries), the Company (or any of its subsidiaries) or the Surviving Corporation, taken individually or in the aggregate, (any such action, a “Burdensome Condition”) or (y) is not conditioned on prevent the consummation of the Merger. Notwithstanding anything in this Agreement to the Contrary, neither the Company nor Parent shall be required to contest through litigation any objection, action or proceeding by any Governmental EntityTransactions.

Reasonable Efforts. (a) Each of the Company parties hereto shall use commercially reasonable efforts to take, or cause to be taken, all action, or to do, or cause to be done, all things necessary, proper or advisable to complete and Parent shallmake effective the transactions contemplated by this Agreement and to cause the conditions to the obligations of the other party hereto to complete the transactions contemplated hereby to be satisfied at the Closing and as of the Effective Time as provided herein, including satisfying all Legal Requirements and shall cause their respective controlled affiliates to, cooperate in good faith with obtaining all consents and approvals of all Governmental Entities and use their reasonable efforts to (A) cause the expiration removing any injunctions or other Encumbrances on any assets of the notice periods under Company, the HSR Act and any other Laws with respect obtaining or removal of which are necessary to the Merger and completion of the transactions contemplated hereby as promptly as is reasonably practicable after the execution of by this Agreement. The parties hereto shall reasonably cooperate with each other in connection with the taking of all actions referenced in the preceding sentence, including providing (Bi) resolve such objectionsreasonable assistance as the other party may reasonably request in connection with its preparation of any required filings or submissions and (ii) copies of all such filings and submissions to the non-filing party and its advisors prior to filing or submission and, if anyrequested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent shall have the right to review in advance, and, to the extent practicable, each shall consult the other on, all the information relating to the Company or Parent, as the case may be asserted by be, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with respect to the Merger and the transactions contemplated hereby and by this Agreement (Cincluding any filing contemplated by this Section 6.2). (b) undertake any reasonable actions required to lawfully complete the Merger and the transactions contemplated hereby. Except where prohibited by applicable Legal Requirements, Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related Notwithstanding anything in this Agreement to the foregoing, provided that it shall afford the Company the opportunity to participate therein. Notwithstanding the foregoingcontrary, neither the Company nor Parent shall be required to take (andexpend any material amount of money, for the avoidance of doubt, the Company shall not take without Parent’s consent) commence any action which (x) is reasonably likely to have a material adverse effect on the condition litigation or offer or grant any accommodation (financial or otherwise)) to any third party, business, assets, liabilities or results of operations of either Parent (or any of its subsidiaries), the Company (or any of its subsidiaries) or the Surviving Corporation, taken individually or in the aggregate, (any such action, a “Burdensome Condition”) or (y) is not conditioned on the consummation of the Merger. Notwithstanding anything in this Agreement to the Contrary, neither the Company nor Parent shall be required to contest through litigation any objection, action or proceeding by including any Governmental Entity, in connection with obtaining any consent, substitution, approval or amendment required to be obtained by the Company in connection with the transactions contemplated hereby.

Reasonable Efforts. Each Prior to the Closing, upon the terms and subject to the conditions set forth of this Agreement, Parent, Purchaser and the Company and Parent shall, and shall cause their respective controlled affiliates to, cooperate in good faith with all Governmental Entities and agree to use their commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable (Asubject to any applicable laws) cause to consummate the expiration of Offer and the notice periods under the HSR Act Merger and any other Laws with respect to make effective the Merger and the transactions contemplated hereby other Transactions as promptly as is reasonably practicable after the execution of this Agreementincluding, (Bi) resolve such objectionsthe preparation and filing of all forms, if anyregistrations and notices required to be filed to consummate the Offer, as may be asserted by any Governmental Entity with respect to the Merger and the transactions contemplated hereby other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity and (Cii) undertake the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any reasonable actions required action after the date of this Agreement to lawfully complete materially delay the Merger and the transactions contemplated hereby. Except where prohibited by applicable Legal Requirementsobtaining of, Parent shall be entitled to lead or result in not obtaining, any proceedings permission, approval or negotiations with consent from any Governmental Entity related necessary to the foregoing, provided that it shall afford the Company the opportunity be obtained prior to participate thereinClosing. Notwithstanding the foregoing, neither the Company nor Parent shall be required to take (and, for the avoidance of doubt, the Company shall not take without Parent’s consent) any action which (x) is reasonably likely to have a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results of operations of either Parent (or any other covenant herein contained, in connection with the receipt of its subsidiaries), any necessary approvals under the Company (or any of its subsidiaries) or the Surviving Corporation, taken individually or in the aggregate, (any such action, a “Burdensome Condition”) or (y) is not conditioned on the consummation of the Merger. Notwithstanding anything in this Agreement to the ContraryHSR Act, neither the Company nor Parent any of the Company Subsidiaries shall be required entitled to contest through litigation divest or hold separate or otherwise take or commit to take any objectionaction that limits Parent's or Purchaser's freedom of action with respect of, action or proceeding by their ability to retain, the Company or any Governmental Entityof the Company Subsidiaries or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any of its Subsidiaries, without Parent's prior written consent (which may be withheld in Parent's sole and absolute discretion).

Reasonable Efforts. (a) Each of the Company and Parent shall, and parties hereto shall cause their respective controlled affiliates to, cooperate in good faith with use all Governmental Entities and use their reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable including, but not limited to, (Ai) cause the expiration preparation and filing of all forms, registrations and notices required to be filed to consummate the notice periods under transactions contemplated by this Agreement and the taking of such commercially reasonable actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, including filings pursuant to the HSR Act and (ii) using all reasonable efforts to cause the satisfaction of all conditions to Closing. Each party shall promptly consult with the others with respect to, provide any other Laws necessary information with respect to and provide the Merger others (or their respective counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated hereby as promptly as is reasonably practicable after the execution of by this Agreement, . (Bb) resolve Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If any party or affiliate thereof receives a request for additional information or documentary material from any such objections, if any, as may be asserted by any Governmental Entity with respect to the Merger and the transactions contemplated hereby by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Nothing herein shall require any party to waive any substantial rights or agree to any substantial limitation on its (C) undertake any reasonable actions required to lawfully complete the Merger and the transactions contemplated hereby. Except where prohibited by applicable Legal Requirements, Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related to the foregoing, provided that it shall afford the Company the opportunity to participate therein. Notwithstanding the foregoing, neither the Company nor Parent shall be required to take (and, for the avoidance of doubt, the Company shall not take without Parent’s consent) any action which (x) is reasonably likely to have a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results of operations of either Parent (or any of its subsidiaries), the Company (or any of its subsidiaries) or the Surviving Corporation, taken individually 's) operations or in the aggregate, to dispose of any assets. (any such action, a “Burdensome Condition”c) or (y) is not conditioned on the consummation of the Merger. Notwithstanding anything in this Agreement to the Contrary, neither the Company nor Parent shall be required cause Purchaser to contest through litigation any objection, action or proceeding by any Governmental Entitycomply with its obligations under this Agreement.

Reasonable Efforts. (a) Each of the Company Company, Parent and Parent shall, and shall cause their respective controlled affiliates to, cooperate in good faith with Sub agree to use all Governmental Entities and use their reasonable efforts to take, or cause to be taken, all actions necessary to make all such filings and registrations and comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (A) cause the expiration of the notice periods which actions shall include furnishing all information required under the HSR Act and under similar other anti-trust, competition or trade law or other similar laws of foreign Governmental Entities, and in connection with approvals of or filings with any other Laws Governmental Entity) and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Merger. Each of the Company, Parent and Sub will, and will cause its subsidiaries to, use its reasonable efforts to take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company or any of their subsidiaries in connection with the Merger or the taking of any action contemplated thereby or by this Agreement, except that no Party need waive any substantial rights, agree to any material restriction on the conduct of it and its Affiliates' business or agree to any substantial limitation on its operations or to dispose of any assets, including assets of the Company; provided, however that such exception shall not apply to a request for, or an undertaking to, hold assets separate pending completion of an investigation pursuant to a voluntary competition law. (b) Parent hereby agrees to use commercially reasonable efforts to arrange and complete the Financing on terms substantially the same as set forth in the Commitment including, without limitation, to (i) negotiate definitive agreements with respect thereto, and (ii) satisfy all conditions applicable to Parent and Sub in such definitive agreements. Parent will keep the Company informed at all times with respect to the Merger status of its efforts to arrange and complete the transactions contemplated hereby as promptly as is reasonably practicable after the execution of this AgreementFinancing, (B) resolve such objectionsincluding, if anywithout limitation, as may be asserted by any Governmental Entity with respect to the Merger occurrence of any event which Parent believes may have a materially adverse effect on the ability of Parent to obtain the Financing. The Company hereby agrees to use its reasonable best efforts to assist Parent to arrange and the transactions contemplated hereby and (C) undertake any reasonable actions required to lawfully complete the Merger and Financing, including the transactions contemplated hereby. Except where prohibited by satisfaction of all conditions applicable Legal Requirements, Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related to the foregoingCompany in connection therewith, provided all at Parent's sole cost and expense, so that it shall afford the Company the opportunity to participate therein. Notwithstanding the foregoing, neither the Company nor Parent shall be required to take (and, for the avoidance of doubt, the Company shall not take without be obligated to incur any monetary obligations or expenditures in connection with such assistance not otherwise payable by Parent’s consent) any action which (x) is reasonably likely to have a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results of operations of either Parent (or any of its subsidiaries), the Company (or any of its subsidiaries) or the Surviving Corporation, taken individually or in the aggregate, (any such action, a “Burdensome Condition”) or (y) is not conditioned on the consummation of the Merger. Notwithstanding anything in this Agreement to the Contrary, neither the Company nor Parent shall be required to contest through litigation any objection, action or proceeding by any Governmental Entity.

Reasonable Efforts. Each of the Company and Parent shall, and shall cause their respective controlled affiliates to, cooperate in good faith with all Governmental Entities and use their reasonable efforts to (Aa) cause the expiration of the notice periods under the HSR Act and any other Laws with respect Subject to the Merger terms and the transactions contemplated hereby as promptly as is reasonably practicable after the execution conditions of this Agreement, (B) resolve such objectionseach Party shall use its commercially reasonable efforts to take, if anyor cause to be taken, as may all actions, and to do, or cause to be asserted by any Governmental Entity done, and to assist and cooperate with respect the other Party in doing, all things necessary, proper or advisable to the Merger consummate and make effective, the transactions contemplated hereby and (C) undertake any reasonable actions required to lawfully complete the Merger by this Agreement and the transactions contemplated hereby. Except where prohibited other Transaction Documents. (b) The Stockholders and Purchaser each shall use its commercially reasonable efforts to obtain as promptly as practicable all Permits required by applicable Legal Requirements, Parent shall be entitled Law for Purchaser to lead any proceedings or negotiations with any Governmental Entity related to conduct the foregoing, provided that it shall afford Business following the Company the opportunity to participate thereinClosing. Notwithstanding the foregoing, neither Purchaser nor the Company nor Parent Stockholders shall be required to take expend any material sum to obtain any such Permits. (c) The Stockholders and Purchaser will cooperate and, the Stockholders shall, and shall cause the Company and its Subsidiaries to, use their respective commercially reasonable efforts to obtain as promptly as practicable any consents, approvals and waivers required from third Persons pursuant to the Material Contracts in connection with the consummation of the transactions contemplated by this Agreement. With respect to any Material Contract for which any consent has not been obtained prior to the Closing, in the event that the Closing occurs, the Stockholders shall continue to use commercial reasonable efforts to obtain any such consent after the Closing until either such consent has been obtained or the Stockholders and Purchaser mutually agree, in good faith, that such consent cannot reasonably be obtained. Nothing in this Section 5.3(c) shall require any of Purchaser, the Stockholders or the Company to expend any material sum, make a material financial commitment or grant or agree to any material concession to any third Person to obtain any such consent, approval or waiver. (d) Purchaser and the Stockholders shall promptly (and in no event more than seventy-five (75) days after the date of this Agreement make, or cause to be made, all filings and notifications with all Governmental Authorities that may be or may become reasonably necessary, proper or advisable under this Agreement and the other Transaction Documents and applicable Laws to consummate and make effective the transactions contemplated by this Agreement and the other Transaction Documents, including (i) Purchaser causing an appropriate change of control application pursuant to Section 1506 of the New York Insurance Law to be filed with the Domiciliary Regulator with respect to the transactions contemplated by this Agreement and the other Transaction Documents, which filing shall include a description of the Extraordinary Dividend, and (ii) the Stockholders causing the Insurance Company to file an application pursuant to Section 4105 of the New York Insurance Law to be filed with the Domiciliary Regulator with respect to the Extraordinary Dividend. Purchaser shall have the right, exercisable in its sole discretion, to add to the Extraordinary Dividend and the Extraordinary Dividend Amount a distribution of all or a portion of the proceeds received by the Insurance Company in relation to the liquidation of any Schedule BA Assets by the Insurance Company, upon which the Stockholders shall cause the Insurance Company to amend the latter application. Purchaser and the Stockholders shall make any other filing that may be required under any insurance, financial services or similar applicable Law or by any Governmental Authority with jurisdiction over enforcement of any applicable insurance, financial services or similar Law in connection with the transactions contemplated hereby. Purchaser shall provide a draft of the New York Insurance Law change of control application and all amendments thereto to the Stockholders no less than three (3) Business Days prior to filing. The Stockholders shall provide a draft of the application pursuant to Section 4105 of the New York Insurance Law with respect to the Extraordinary Dividend and all amendments thereto to Purchaser no less than three (3) Business Days prior to filing. Purchaser and the Stockholders shall cooperate with each other to facilitate the filing of such applications on the same date. The Parties shall consider in good faith the views and comments of one another on any filings with Governmental Authorities in connection with the transactions contemplated by this Agreement, including any amendments or supplements to such filings, and shall provide any such amendments or supplements to the other Party no less than three (3) Business Days prior to such filing. Purchaser shall have responsibility for the avoidance filing fees associated with its New York Insurance Law change of doubtcontrol application and any “Form E” or similar market share notifications, and the Company and Purchaser each shall not have responsibility for their other respective filing fees associated with any other required filings. Notwithstanding anything to the contrary contained in this Agreement, whether in this Section 5.3(d) or otherwise, neither Purchaser nor the Stockholders shall be obligated to take without Parent’s consent) or refrain from taking or to agree to it or its Affiliates or any of the Company or its Subsidiaries taking or refraining from any action which (x) is or to suffer to exist any condition, limitation, restriction or requirement that, individually or in the aggregate with any other actions, conditions, limitations, restrictions or requirements, would or would reasonably be likely to have result in a material adverse effect on Purchaser Burdensome Condition (in the case of Purchaser) or a Stockholders Burdensome Condition (in the case of the Stockholders). As used herein, “Purchaser Burdensome Condition” means any condition that would (financial i) materially and adversely restrict the operation of the business of the Company and its Subsidiaries taken as a whole or otherwise)Purchaser or its Affiliates, business, assets, liabilities or results of operations of either Parent (ii) require Purchaser or any of its subsidiaries), the Company (Affiliates to take any action that involves divestiture of an existing business of Purchaser or any of its subsidiariesAffiliates, including, after the Closing, the Company or its Subsidiaries, (iii) require Purchaser or any of its Affiliates to make a capital contribution or any guarantee or keep-well to the Surviving CorporationInsurance Company, taken (iv) prohibit, restrict or limit the declaration, setting aside or payment of dividends or distributions by the Insurance Company, except, to the extent applicable to this clause (iv), any prohibition, restriction or limitation imposed by statute generally on insurance companies domiciled in the State of New York, or (v) reasonably be expected to materially impair the overall benefit expected to be realized from the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, excluding in all instances any condition contemplated by the so-called special commitments customarily required by the Domiciliary Regulator with respect to the change of control application pursuant to Section 1506 of the New York Insurance Law. As used herein, “Stockholders Burdensome Condition” means any condition, restriction or requirement which the Stockholders reasonably determine in good faith would, individually or in the aggregate, (any such action, a “Burdensome Condition”) or (y) is not conditioned on materially reduce the consummation benefits of the Merger. Notwithstanding anything in transactions contemplated by this Agreement to the ContraryStockholders or which requires any contribution, neither guarantee or keep-well commitment or other commitment or other financial, operational or other obligation of the Company Stockholders or any of their Affiliates. Subject to applicable Laws relating to the sharing of information, the Stockholders (on the one hand) and Purchaser (on the other hand) shall promptly notify each other of any communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement and the other Transaction Documents to which it is a party and, to the extent practicable, permit the other Party to review in advance, and consider in good faith the views of the other Party in connection with, any proposed written communication to any Governmental Authority in connection with the transactions contemplated by this Agreement and the other Transaction Documents, and promptly provide each other with copies of all correspondence or communications between such Party or any of its Representatives, on the one hand, and any Governmental Authority or members of the staff of any Governmental Authority, on the other hand. No Party shall participate, agree to participate or permit its Representatives to participate or agree to participate, in any meeting with any Governmental Authority relating to the matters that are the subject of this Agreement unless to the extent reasonably practicable it consults with the other Parties in advance and, to the extent reasonably practicable and permitted by the applicable Governmental Authority, gives the other Parties the reasonable opportunity to attend and participate prior to participating in any meeting with any Governmental Authority in respect of such transactions. The Stockholders and Purchaser shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing. Notwithstanding anything to the contrary in this Section 5.3(d), no Party nor Parent any of its Affiliates shall be required to contest through litigation disclose to the other, or permit such other Party to participate in any objectionmeeting with a Governmental Authority with respect to, action (i) any information that in the reasonable judgment of such Party would result in the disclosure of any trade secrets of third parties or proceeding violate any of its contractual obligations or obligations with respect to confidentiality, (ii) any personal information (including personal financial information), (iii) any information with respect to the finances or organization of any direct or indirect shareholder of Purchaser or (iv) any privileged information or confidential competitive information. No Party shall be required to comply with any of the foregoing provisions of this Section 5.3(d) to the extent that such compliance would be prohibited by any Governmental Entityapplicable Law.

Reasonable Efforts. Each Subject to the terms and conditions herein provided, each of Buyer and Seller agrees to use reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement. Buyer and Seller will, and will cause the Company and Parent its Subsidiaries to, use all reasonable efforts to obtain consents of all third parties and governmental or regulatory authorities necessary or advisable to consummate and make effective the transactions contemplated by this Agreement. Notwithstanding anything to the contrary provided in this Section 5.9, Buyer shall not be required to take any action or do, or cause to be done, anything that would result in a material diminution of the benefits contemplated by this Agreement to Buyer. In case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers or directors of Buyer or the Company and its Subsidiaries, as the case may be, shall take all such necessary action. From and after the Closing Date, Buyer shall, and shall cause their respective controlled affiliates the Company and the Subsidiaries to, cooperate in good faith fully with all Governmental Entities Seller, its affiliates, agents, employees and use their insurers (by way of example and not of limitation, by providing reasonable efforts access to (A) cause the expiration information, records and employees of the Company and its Subsidiaries, by providing that agents and employees of the Company and its Subsidiaries be made available for appearance at any legal proceeding and by giving prompt notice periods under the HSR Act and of any other Laws claim) in connection with respect any demands, claims, actions, cause of actions made or threatened arising from, or relating to, any events occurring prior to the Merger and the transactions contemplated hereby as promptly as is reasonably practicable after the execution Closing, including, without limitation, any action or occurrence alleged to be covered by insurance maintained by Seller or its affiliates on behalf of this Agreement, (B) resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Merger and the transactions contemplated hereby and (C) undertake any reasonable actions required to lawfully complete the Merger and the transactions contemplated hereby. Except where prohibited by applicable Legal Requirements, Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related to the foregoing, provided that it shall afford the Company the opportunity to participate therein. Notwithstanding the foregoing, neither the Company nor Parent shall be required to take (and, for the avoidance of doubt, the Company shall not take without Parent’s consent) any action which (x) is reasonably likely to have a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results of operations of either Parent (or any of and its subsidiaries), the Company (or any of its subsidiaries) or the Surviving Corporation, taken individually or in the aggregate, (any such action, a “Burdensome Condition”) or (y) is not conditioned on the consummation of the Merger. Notwithstanding anything in this Agreement to the Contrary, neither the Company nor Parent shall be required to contest through litigation any objection, action or proceeding by any Governmental EntitySubsidiaries.