Common use of Reasonable Efforts Clause in Contracts

Reasonable Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto agrees to use its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable including, but not limited to, the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any approvals, consents, orders, exemptions or waivers necessary or advisable in order to consummate the transactions contemplated by this Agreement. (b) Each party shall promptly consult with the other with respect to, provide any necessary information with respect to and provide the other 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 by this Agreement. The Seller and the Purchaser further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, to use their best efforts to prevent the entry, enactment or promulgation thereof, as the case may be. (c) Each party shall give the other prompt notice of (i) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Reasonable Efforts. (a) Upon the terms and subject to the conditions of set forth in this Agreement, each of the parties hereto agrees to use its reasonable 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 other parties in doing, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective effective, in the transactions contemplated by this Agreement as promptly as practicable including, but not limited tomost expeditious manner practicable, the preparation Merger and filing of all forms, registrations and notices required to be filed to consummate the other transactions contemplated by this Agreement and the Stockholder Agreement, including using reasonable efforts to accomplish the following: (i) the taking of such all reasonable acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable; (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, including under the HSR Act) and the taking of all steps as are may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any approvals, Governmental Entity; (iii) the obtaining of all necessary consents, orders, exemptions approvals or waivers from third parties; (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Stockholder Agreement or the consummation of the transactions contemplated by this Agreement or the Stockholder Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (v) the execution and delivery of any additional instruments necessary or advisable in order to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement and the Stockholder Agreement; provided, however, that none of Parent or any of its affiliates shall be required to agree to, or proffer to, (i) divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any of Parent's, the Company's or any of their respective affiliates' businesses or (ii) cease to conduct business or operations in any jurisdiction in which Parent, the Company or any of their respective subsidiaries or affiliates conducts business or operations as of the date of this Agreement. (b) Each party In connection with and without limiting the foregoing, the Company and its Board of Directors shall promptly consult with (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement, the Stockholder Agreement or any of the other with respect totransactions contemplated by this Agreement or the Stockholder Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, provide any necessary information with respect to and provide this Agreement, the other copies of, all filings made by such party with any Governmental Entity Stockholder Agreement or any other information supplied transaction contemplated by such party this Agreement or the Stockholder Agreement, take all action necessary to a Governmental Entity in connection with ensure that the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Stockholder Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Seller Agreement and the Purchaser further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Stockholder Agreement, to use their best efforts to prevent the entry, enactment or promulgation thereof, as the case may be. (c) Each party shall give the other prompt notice of (i) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Reasonable Efforts. (a) Upon Subject to Sections 8.2(b), and following the terms and subject to the conditions of this Agreementdate hereof, each of the parties hereto agrees to shall use its commercially reasonable efforts to take, or cause to be taken, all actionsaction, and or to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable includingand the Related Agreements and to cause the conditions to the obligations of the other party hereto to consummate the transactions contemplated hereby to be satisfied at the Closing, but not limited to, the preparation including obtaining all consents and filing approvals of all formsPersons and Governmental or Regulatory Authorities and removing any injunctions or other Encumbrances on the Purchased Assets, registrations and notices required impairments or delays the obtaining or removal of which are necessary, proper or advisable to be filed to consummate the consummation of the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any approvals, consents, orders, exemptions or waivers necessary or advisable in order to consummate the transactions contemplated by this Agreement. (b) Each party Related Agreements. The parties hereto shall promptly consult cooperate with the each other with respect to, provide any necessary information with respect to and provide the other 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 taking of all actions referenced in the preceding sentence, including providing (i) such reasonable assistance as the other party may request in connection with its preparation of any required filings or submissions and (ii) copies of all such filings and submissions to the transactions contemplated by this Agreementnon-filing party and its advisors prior to filing or submission and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The Seller and the Purchaser further covenant and agreeAcquiror shall have the right to review in advance, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreementand, to use their best efforts the extent practicable, each shall consult the other on, all the information relating to prevent the entry, enactment Seller or promulgation thereofthe Acquiror, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement (including any filing contemplated by this Section 8.2(a)). The Seller and the Acquiror may, as each deems reasonably advisable and necessary, designate any competitively sensitive information provided to the other under this section as “outside counsel only.” Such information shall be given only to outside counsel of the recipient. In addition, the Seller and the Acquiror may redact any information from such documents shared with the other party or its counsel that is not pertinent to the subject matter of the filing or submission. (b) The Acquiror and the Seller shall each: (i) take all actions necessary to make the filing required of such party or any of its Affiliates under the HSR Act within ten (10) Business Days after the date hereof; (ii) comply at the earliest practicable date with any request for additional information or documentary material received by such party or any of its Affiliates from the Federal Trade Commission or the Antitrust Division of the Department of Justice pursuant to the HSR Act; and (iii) cooperate with the other party in connection with any filing under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions contemplated under this Agreement commenced by either the Federal Trade Commission or the Antitrust Division of the Department of Justice or state attorneys general. Each of the Seller, on one hand, and the Acquiror, on the other hand, shall be responsible for its own legal fees for preparing its portion of the HSR Act filings. For the avoidance of doubt, the Acquiror and Seller shall share equally any required filing fees under the HSR Act. (c) Each In furtherance and not in limitation of the other covenants of the parties contained herein, each party shall give use commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the other prompt notice consummation of the transactions contemplated hereby under any antitrust Law. If any administrative, judicial or legislative Action or Proceeding is instituted (ior threatened to be instituted) challenging the occurrence, or non-occurrence, sale and purchase of any event of the occurrence Purchased Assets or non-occurrence any other transaction as violative of which would be likely any antitrust Law, each party shall cooperate and use commercially reasonable efforts to cause vigorously contest and resist any representation such Action or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing DateProceeding, and (ii) to have vacated, lifted, reversed or overturned any failure decree, judgment, injunction or other Order that is in effect and that restricts, prevents or prohibits consummation of such party to comply with the sale and purchase of the Purchased Assets or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderother transaction contemplated under this Agreement; provided, however, that nothing in this Agreement shall require the delivery Acquiror or its Subsidiaries to commit to any divestitures, licenses or hold separate or similar arrangements with respect to its assets or conduct of business arrangements, whether as a condition to obtaining any approval from a Governmental and Regulatory Authority or any other Person for any other reason. (d) Each party shall promptly inform the other parties of any notice pursuant material communication received by such party from the Federal Trade Commission or the Antitrust Division of the Department of Justice regarding any of the transactions contemplated under this Agreement. Each party shall advise the other party promptly of any understandings, undertakings or agreements that such party proposes to make or enter into with the Federal Trade Commission or the Antitrust Division of the Department of Justice in connection with the transactions contemplated under this Agreement. (e) The Seller shall (i) permit the Acquiror and its Subsidiaries to correspond and meet with the FDA to discuss the acquisition by the Acquiror of all Evamist Product Registrations and the transfer of manufacturing and distribution of Evamist to the Acquiror, (ii) include the Acquiror in any discussions with the FDA regarding any Evamist Product Registration, (iii) if reasonably requested by the Acquiror, upon reasonable notice, attend meetings or conference calls involving the Acquiror or one of its Subsidiaries and the FDA related to any of the foregoing and (iv) cooperate with Acquiror by submitting a transfer letter to the FDA, in a form to be mutually agreed upon by the parties prior to the Closing (the “FDA Transfer Letter”), to have the FDA transfer all Evamist Product Registrations to one of Acquiror’s Subsidiaries or to Acquiror at such time as requested by the Acquiror in accordance with Section 8.5. (f) Notwithstanding anything in this Agreement to the contrary, the Acquiror shall not be required to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party in connection with obtaining any consent, substitution, approval or amendment required to assign or transfer any Purchased Asset to the Acquiror. In the event any such consent, substitution, approval or amendment is not obtained prior to the Closing, the Seller shall continue to use commercially reasonable efforts to obtain such consent, waiver or approval after the Closing. (g) Without limiting any other rights and obligations under this Section 5.1 8.2, following the date hereof, each of the parties hereto shall not limit or otherwise affect use its commercially reasonable efforts to obtain the remedies available hereunder Acrux License Assignment Consent prior to the party receiving such noticeClosing. In the event that the Acrux License Assignment Consent is not obtained prior to the Closing, each of the parties hereto shall continue to use commercially reasonable efforts to obtain the Acrux License Assignment Consent after the Closing. In the event that the Acrux License Assignment Consent is obtained after the Closing, the parties hereto agree that the Sublicense Agreement shall terminate, and is hereby terminated, as of the effectiveness of the Acrux License Assignment Consent.

Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable Agreement, including, but not limited towithout limitation, (i) the preparation and filing of all applicable forms under applicable laws, (ii) such actions as may be required to be taken under applicable state securities or "blue sky" laws in connection with the issuance of shares of WasteMasters Common Stock and contemplated hereby, (iii) the preparation and filing of all other forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any requisite consents, approvals, consents, orders, exemptions authorizations or waivers necessary orders of any Governmental Entity or advisable in order third party and (iv) the satisfaction of all conditions to consummate the transactions contemplated by this AgreementClosing. (b) Each party shall promptly consult with the other with respect to, to and provide any necessary information not subject to legal privilege 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 contemplated by this Agreement. The Seller and the Purchaser further covenant and agree, Agreement (except personal information with respect to a threatened or pending preliminary or permanent injunction or officers and directors). Each party hereto shall promptly inform the other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any material communication from any Governmental Entity regarding any of the parties hereto transactions contemplated by this Agreement. If any party or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to consummate the transactions contemplated by this Agreement, then such party will endeavor in good faith to use their best efforts make, or cause to prevent the entry, enactment or promulgation thereofbe made, as soon as reasonably practicable and after consultation with the case may beother party, an appropriate response in compliance with such request. (c) Each party shall give Notwithstanding the other prompt notice of (i) the occurrenceforegoing, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained nothing in this Agreement shall be deemed to require WasteMasters to enter into any agreement with any Governmental Entity or to consent to any order, decree or judgment requiring WasteMasters to hold separate or divest, or to restrict the dominion or control of WasteMasters or any of its affiliates over any other business of WasteMasters, its affiliates or the Company and its Subsidiaries. In addition, no party hereto shall take any action after the date hereof that could 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 untrue or inaccurate at or obtained prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeClosing.

Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each of the parties hereto agrees Parties shall: (i) promptly make their respective filings and thereafter make any other required submissions under all applicable laws with respect to the Merger and the other transactions contemplated hereby; and (ii) use its their reasonable best efforts to taketake promptly, or cause to be taken, all actions, other actions and to do, or cause to be done, all other things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations appropriate to consummate and make effective the transactions contemplated by this Agreement as soon as practicable. (b) Parent and the Company shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining all required approvals or consents of any governmental authority (whether domestic, foreign of supranational). In that regard, each party shall without limitation: (i) promptly as practicable includingnotify the other of, but and if in writing, furnish the other with the copies of (or, in the case of material oral communications, advise the other orally of) any communications from or with any governmental authority (whether domestic, foreign of supranational) with respect to the Merger or any of the other transactions contemplated by this Agreement, (ii) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written (or any material proposed oral) communication with any such governmental authority, (iii) not limited toparticipate in any meeting with any such governmental authority unless it consults with the other in advance and to the extent permitted by such governmental authority gives the other the opportunity to attend and participate thereat, and (iv) furnish the preparation and filing other with copies of all formscorrespondence, registrations filing and notices communications (and memoranda setting forth the substance thereof) between it and any such governmental authority with respect to this Agreement and the Merger. (c) Each of the Company and Parent shall promptly notify the other party of: (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required to be filed to consummate in connection with the transactions contemplated by this Agreement and if the taking failure of such actions the Company or Parent, as are necessary the case may be, to obtain such consent would be material to the Company or Parent as applicable; and (ii) any approvals, consents, orders, exemptions notice or waivers necessary other communication from any governmental or advisable regulatory agency or authority in order to consummate connection with the transactions contemplated by this Agreement. (bd) Each party The Company and Parent shall promptly consult with notify the other with respect toparty of any actions, provide any necessary information with respect suits, claims, investigations or proceedings commenced or, to and provide the other copies ofits Knowledge, all filings made by threatened against, relating to or involving or otherwise affecting such party with any Governmental Entity or any other information supplied by such party of its Subsidiaries which relate to a Governmental Entity in connection with this Agreement and the consummation of the transactions contemplated by this Agreement. The Seller and the Purchaser further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, to use their best efforts to prevent the entry, enactment or promulgation thereof, as the case may be. (c) Each party shall give the other prompt notice of (i) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Reasonable Efforts. (a) Upon Prior to the Closing, upon the terms and subject to the conditions set forth of this Agreement, each of Parent, Purchaser and the parties hereto agrees Company agree to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary necessary, proper or advisable (under this Agreement and subject to any applicable laws and regulations laws) to consummate the Offer and the Merger and make effective the transactions contemplated by this Agreement Merger and the other Transactions as promptly as practicable including, but not limited to, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement Offer, 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 or advisable in order to consummate the transactions contemplated by this Agreementbe obtained prior to Closing. (b) Each Prior to the Closing upon the terms and subject to the conditions set forth herein, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to 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 Offer, 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 the Company Subsidiaries to use commercially reasonable efforts to effect such transfers, amendments or modifications. Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent reasonably practicable each will consult the other on, all the information relating to the other and its subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. The Seller and the Purchaser further covenant and agree; PROVIDED, HOWEVER, that with respect to documents that one party reasonably believes should not be disclosed to the other party, such party shall furnish those documents to counsel for the other party pursuant to a threatened or pending preliminary or permanent injunction or other ordermutually satisfactory confidentiality agreement. In exercising the foregoing right, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability each of the parties hereto to consummate the transactions contemplated by this Agreement, to use their best efforts to prevent the entry, enactment or promulgation thereof, Company and Parent shall act reasonably and as the case may bepromptly as reasonably practicable. (c) Each party The Company and Parent shall give file as soon as practicable, but in no event later than two (2) Business Days after the commencement of the Offer, notifications under the HSR Act and respond as promptly as reasonably practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and respond as promptly as reasonably practicable to all inquiries and requests received from any State Attorney General or other prompt notice 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. (id) Notwithstanding the occurrenceforegoing, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained nothing in this Agreement shall be deemed to be untrue require Parent or inaccurate at or prior Purchaser to commence any litigation against any entity in order to facilitate the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery consummation of any notice pursuant of the Transactions or to this Section 5.1 shall not limit or otherwise affect defend against any litigation brought by any Governmental Entity seeking to prevent the remedies available hereunder to consummation of any of the party receiving such noticeTransactions.

Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions of provided in this Agreement, each of the parties hereto agrees to shall use its commercially reasonable efforts to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, all things necessary necessary, proper or advisable under this Agreement applicable Legal Requirements to consummate and applicable laws make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and regulations approvals 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 this Agreement as promptly as practicable for the purpose of securing to the parties hereto the benefits contemplated by this Agreement, including, but not limited towithout 39 limitation, the preparation and filing following: (a) the taking of all forms, registrations and notices required acts necessary to cause the conditions precedent set forth in Section 6.3 to be filed satisfied (other than obtaining consents, approvals or waivers which are governed by Section 5.7), (b) the defending of any suits, claims, actions, investigations or 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 Authority vacated or reversed and (c) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement Agreement. Subject to the terms and conditions provided in this Agreement, each of Parent, Sub and the taking of such Company will take all reasonable actions as are necessary to obtain comply promptly with all legal requirements which may be imposed on such party with respect to the Merger and will promptly cooperate with and furnish information to any approvals, consents, orders, exemptions or waivers necessary or advisable other party hereto in order to consummate connection with any such requirements imposed upon such other party in connection with the transactions contemplated by this Agreement. (b) Merger. Each party shall promptly consult will take all reasonable actions to obtain (and will cooperate with the other with respect toparties in obtaining) any consent, provide authorization, order or approval of or any necessary information with respect registration, declaration or filing with, or an exemption by, any Governmental Authority required to and provide the other copies of, all filings be obtained or made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity its subsidiaries in connection with this Agreement and the transactions Merger or the taking of any action contemplated thereby or by this Agreement. The Seller and the Purchaser further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, to use their best efforts to prevent the entry, enactment or promulgation thereof, as the case may be. (c) Each party shall give the other prompt notice of (i) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that no party shall be required to agree to any divestiture by Parent or the delivery Company or any of Parent's subsidiaries or affiliates of shares of capital stock or of any notice pursuant business, Assets or Property of Parent or its subsidiaries or affiliates or of the Company or its affiliates or the imposition of any material limitation on the ability of any of them to this Section 5.1 shall not limit conduct their businesses or otherwise affect the remedies available hereunder to the party receiving own or exercise control of such noticeassets, properties and stock.

Reasonable Efforts. (a) Upon the terms and subject Subject to the conditions other terms of this Agreement, each of the parties hereto agrees to shall use its reasonable 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 other parties in doing, all things necessary necessary, proper or advisable under this Agreement and applicable laws Laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement as promptly as practicable includingpracticable, but not limited to, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such reasonable actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers necessary by any third party or advisable in order Governmental Entity, including filings pursuant to consummate the transactions contemplated by this Agreement. HSR Act and (bii) using reasonable efforts to cause the satisfaction of all conditions to Closing. Each party shall promptly consult with the other 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 contemplated by this Agreement; provided, however, that nothing in this Section 6.7 shall require or be construed to require Parent to offer or agree to enter into any agreements, including agreements to sell, license or otherwise dispose of, or hold separate or otherwise divest itself of, all or any portion of Parent’s businesses or assets or any portion of the businesses or assets of any of its Subsidiaries or any portion of the businesses or assets of the Company or any of its Subsidiaries or agreeing to any limitations or restrictions on its conduct in order for the Closing to occur. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. The Seller and the Purchaser further covenant and agree, If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, then such party will endeavor in good faith to use their best efforts make, or cause to prevent the entry, enactment or promulgation thereofbe made, as the case may be. (c) Each party shall give soon as reasonably practicable and after consultation with the other prompt notice of 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 (ior the Surviving Corporation’s) the occurrence, operations or non-occurrence, to dispose of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeassets.

Reasonable Efforts. (a) Upon Subject to Section 7.5(c), the terms Company and subject Parent shall, and shall use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the conditions of this AgreementMerger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, each any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties hereto agrees to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use its all reasonable efforts to promptly (x) take, or cause to be taken, all actions, other actions and to (y) do, or cause to be done, all other things necessary reasonably necessary, proper or advisable under this Agreement appropriate to satisfy the conditions set forth in Article VIII (unless waived) and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as on the terms and conditions set forth herein (including seeking to remove promptly as practicable includingany injunction or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party of any communication to that party from any Governmental Body in connection with any required filing with, but not limited toor approval or review by, such Governmental Body in connection with the preparation Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing of all forms, registrations and notices or submission required or action to be filed taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated by this Agreement hereby, (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 with respect to any asset or business of TCI Group, and each of the Company and the taking TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action 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, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such actions as are necessary effect applied to obtain any approvalsthe Company and its Subsidiaries, consents, orders, exemptions would constitute a Material Adverse Effect on the Company or waivers necessary or advisable in order to consummate on the transactions contemplated by this AgreementTCI Group). (b) Each party shall promptly consult with In addition to the other with respect toforegoing, provide any necessary information with respect to and provide the other copies ofCompany agrees that, 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 obtaining any Authorization required in connection with the Merger and the transactions contemplated hereby, the Company will and will cause its Subsidiaries (i) to commit to the divestiture by this Agreement. The Seller the Company and its Subsidiaries of their entire interest in the Spectrum PCS Investment, and (ii) following stockholder approval of the Parent Charter Amendment and the Purchaser further covenant and agreeissuance of Parent Shares in the Merger, with respect (x) to place such interest in a threatened or pending preliminary or permanent injunction trust or other orderarrangement acceptable to the applicable Governmental Bodies pending such divestiture, decree or ruling or statute, rule, regulation or executive order that would adversely affect and (y) otherwise to comply with such requirements in connection with such divestiture as may be imposed by the ability of the parties hereto to consummate the transactions contemplated by this Agreement, to use their best efforts to prevent the entry, enactment or promulgation thereof, as the case may beapplicable Governmental Bodies. (c) Each party Nothing in this Agreement shall give prevent or restrict Parent and its Subsidiaries from engaging in any merger, acquisition, business combination or other transaction (whether or not Parent is the surviving corporation); provided that such merger, acquisition, business combination or other prompt notice of transaction would not (i) the occurrenceprevent, or non-occurrencedelay beyond September 30, 1999, the ability of any event Parent to consummate the occurrence Merger or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party cause the Merger to comply with or satisfy any covenant, condition or agreement fail to be complied with or satisfied by it hereunderqualify as a tax-free reorganization; and provided, howeverfurther, that the delivery of parties will not delay the Closing in order to obtain any notice pursuant Authorizations to this Section 5.1 shall not limit close another subsequently announced transaction, or otherwise affect the remedies available hereunder to the party receiving until such noticeother Authorizations are obtained.

Reasonable Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable including, but not limited to, : (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers necessary by any third party or advisable Governmental Authority; (ii) the filing of (A) the Plan and Disclosure Statement no later than December 31, 1996, and (B) appropriate pleadings to obtain hearing dates for the approval of the Disclosure Statement and confirmation of the Plan, in each case as promptly as possible; (iii) requesting the earliest practicable date for consideration and approval of the Disclosure Statement, the time for acceptance or rejection of the Plan by impaired classes of claims and interests that have not previously accepted the Plan, confirmation of the Plan, and using its best efforts to obtain confirmation of the Plan as promptly as possible after Seller files its Chapter 11 petition; (iv) using its reasonable efforts to promptly obtain the dismissal of all appeals and applications and motions for reconsideration or rehearing with respect to the Disclosure Statement, the Plan, or the order confirming the Plan; and (v) causing the satisfaction of all conditions to consummate the transactions contemplated by this AgreementClosing and the Plan. (b) Each party shall promptly consult with the other with respect to, provide any necessary information that is not subject to legal privilege with respect to to, and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity Authority or any other information supplied by such party to a Governmental Entity Authority in connection with this Agreement and the transactions contemplated by this Agreement. The Seller and Each party hereto shall promptly inform the Purchaser further covenant and agree, other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement. If either party receives a request for additional information or documentary material from any such Governmental Authority with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, then such party will endeavor in good faith to use their best efforts make, or cause to prevent the entry, enactment or promulgation thereofbe made, as the case may be. (c) Each party shall give soon as reasonably practicable and after consultation with the other prompt notice of (i) the occurrenceparty, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of an appropriate response in compliance with such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticerequest.

Reasonable Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto agrees to shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement Agreement, including any filings or notifications required by Section 5.3(e); provided, however, that Purchaser shall not be required to take any action that is reasonably likely to result in a Burdensome Condition. Sellers and Purchasers each shall comply as promptly as practicable includingwith any other laws of any Governmental Authority that are applicable to any of the transactions contemplated hereby or by the Transaction Documents and pursuant to which any consent, but approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other Person in connection with such transactions is necessary. Seller Representative and Purchaser Representative each shall furnish to the others such necessary information and reasonable assistance as the other may request in connection with their preparation of any filing, registration or declaration necessary hereunder. Purchaser Representative and Seller Representative shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority (or other Person regarding any of the transactions contemplated by this Agreement or the Transaction Documents) in respect of any such filing, registration or declaration, and shall comply promptly with any such inquiry or request (and, unless precluded by law, provide copies of any such communications that are in writing). The parties shall use their respective commercially reasonable efforts and take all necessary action to obtain any consent, approval, order or authorization of any Governmental Authority under United States or foreign antitrust or competition laws, necessary in connection with the transactions contemplated hereby or to resolve any objections that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby. (b) Subject to the terms and conditions of this Agreement, each party shall use its reasonable best efforts to cause the Closing to occur as promptly as practicable, including by defending against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, and 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 Authority that is not limited yet final and nonappealable vacated or reversed. (c) Seller Representative and Purchaser Representative each shall use its commercially reasonable efforts to obtain as promptly as practicable all Permits required by law for Purchasers to conduct the Business following the Closing. Notwithstanding the foregoing, neither Purchasers nor Sellers shall be required to expend any material sum to obtain any such Permits. (d) Sellers shall, and shall cause the Companies to, use their commercially reasonable best efforts to obtain and provide as promptly as practicable all consents, approvals and waivers required by third Persons so that all Permits, contracts and other agreements of the preparation Companies will remain in full force and filing of effect immediately upon the Closing. (e) Purchaser Representative shall promptly make all formsfilings and notifications with all Governmental Authorities that may be or may become reasonably necessary, registrations proper or advisable under this Agreement and notices required to be filed the Transaction Documents and applicable laws to consummate and make effective the transactions contemplated by this Agreement and the taking Transaction Documents, including (i) in no event more than twenty (20) Business Days after the date of such actions as are necessary this Agreement, Purchaser Representative causing “Form A” or similar change of control applications to obtain be filed with each Applicable Regulator and any approvals, consents, orders, exemptions or waivers necessary or advisable in order other state agency where required by applicable insurance laws with respect to consummate the transactions contemplated by this Agreement. Agreement and the Transaction Documents; (bii) Each party shall promptly consult with the Seller Representative and Purchaser Representative each making any other with respect to, provide filing that may be required under any necessary information with respect to and provide the other copies of, all filings made antitrust or competition law or by such party with any Governmental Entity Authority with jurisdiction over enforcement of any applicable antitrust or competition laws; and (iii) Purchaser Representative making any other information supplied filing that may be required under any insurance, financial services or similar applicable law or by such party any Governmental Authority with jurisdiction over enforcement of any applicable insurance, financial services or similar law. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to a Governmental Entity require Purchaser to take any action, or commit to take any action, or agree to any condition or restriction, in connection with this Agreement obtaining the permits, consents, approvals and authorizations of Governmental Authorities or third parties for the transactions contemplated by this Agreement. The Seller and the Purchaser further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order Agreement that would adversely affect reasonably be expected to result in a Burdensome Condition. Seller Representative and Purchaser Representative each agrees to supply promptly any additional information and documentary material that may be requested pursuant to any applicable Laws. Purchaser Representative shall have responsibility for the ability filing fees associated with its “Form A” filings or similar change of control applications, and Sellers and Purchasers shall have responsibility for their other respective filing fees associated with any other required filings. (f) Sellers shall, and shall cause the parties hereto to consummate the transactions contemplated by this AgreementCompanies to, to use their commercially reasonable best efforts to prevent obtain and provide as promptly as practicable duly executed endorsement of the entryCompanies or other similar agreement (or, enactment if applicable, a consent to assignment or promulgation thereof, as the case may be. (c) Each party shall give the other prompt notice of (i) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior amendment to the Closing Dateexisting agreement), in form and substance satisfactory to Purchaser Representative with each of the Idaho State Dental Association, the Oregon Dental Association, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeWSDA.

Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each of the parties hereto agrees to Company and Parent will use its their reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable including, but not limited to, the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any approvals, consents, orders, exemptions or waivers necessary or advisable in order to consummate the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each of Parent and the Company agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten business days of the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (b) Each party shall promptly consult In connection with the other with respect to, provide any necessary information with respect efforts referenced in Section 9.01(a) to obtain all requisite approvals and provide the other 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 authorizations for the transactions contemplated by this Agreement. The Seller Agreement under the HSR Act or any other Antitrust Law, each of Parent and the Purchaser further covenant Company shall use its reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission and agree, in connection with respect to a threatened or pending preliminary or permanent injunction any investigation or other orderinquiry, decree including any proceeding initiated by a private party, (ii) keep the other party informed in all material respects of any material communication received by such party from, or ruling or statutegiven by such party to, rulethe Federal Trade Commission (the "FTC"), regulation or executive order that would adversely affect the ability Antitrust Division of the parties hereto to consummate Department of Justice (the "DOJ") or any other governmental authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and (iii) permit the other party to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other governmental authority or, in connection with any proceeding by a private party, with any other Person. For purposes of this Agreement, to use their best efforts to prevent "Antitrust Law" means the entry, enactment or promulgation thereofXxxxxxx Act, as amended, the case may be. (c) Each party shall give Xxxxxxx Act, as amended, the other prompt notice of (i) HSR Act, the occurrenceFederal Trade Commission Act, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Dateas amended, and (ii) any failure all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of such party to comply with monopolization or satisfy any covenant, condition restraint of trade or agreement to be complied with lessening of competition through merger or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeacquisition.

Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreementprovided herein, each of the parties hereto agrees to Company and Parent and Purchaser shall, and the Company shall cause each of its Subsidiaries to, cooperate and use its their respective commercially reasonable efforts to take, or cause to be taken, all actionsappropriate action, and to domake, or cause to be donemade, all things necessary filings necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable Agreement, including, but not limited towithout limitation, their respective reasonable efforts to obtain, prior to the preparation Effective Date, all licenses, permits, consents, approvals, authorizations, qualifications and filing orders of all forms, registrations governmental authorities and notices required parties to be filed to consummate contracts with the Company and its Subsidiaries as are necessary for consummation of the transactions contemplated by this Agreement and to fulfill the taking of such actions as are necessary conditions to obtain any approvals, consents, orders, exemptions or waivers necessary or advisable in order to consummate the transactions contemplated by this AgreementOffer and the Merger. (b) Each Prior to the Closing, each party shall promptly consult with the other parties hereto with respect toto and, subject to such confidentiality agreements as may be reasonably necessary or requested, will 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 governmental authority or any other information supplied by such party to a Governmental Entity governmental authority in connection with this Agreement and the transactions contemplated by this Agreement. The Seller and Each party hereto shall promptly inform the Purchaser further covenant and agree, other of any communication from any governmental authority regarding any of the transactions contemplated by this Agreement unless otherwise prohibited by law. If any party hereto or affiliate thereof receives a request for additional information or documentary material from any such governmental authority with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated 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. To the extent that transfers of permits are required as a result of execution of this Agreement or consummation of the transactions contemplated hereby, the Company shall use their best its commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, as the case may beeffect such transfers. (c) Each party shall give Notwithstanding the other prompt notice of (i) the occurrenceforegoing, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained nothing in this Agreement shall be deemed to be untrue require Parent, Purchaser or inaccurate at or prior the Company to defend against any litigation brought by any governmental authority seeking to prevent the Closing Date, and (ii) any failure consummation of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticetransactions contemplated hereby.

Reasonable Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto agrees to shall use its all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable including, but not limited to, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the 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 necessary by any third party or advisable in order Governmental Entity, including filings pursuant to consummate the transactions contemplated by this Agreement. HSR Act and (bii) using all reasonable efforts to cause the satisfaction of all conditions to Closing. Each party shall promptly consult with the other 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 contemplated by this Agreement. The Seller and No party will take any action which would prevent the Purchaser further covenant and agree, satisfaction of any condition to Closing set forth in Article V hereof. (b) 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 Governmental Entity with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, then such party will endeavor in good faith to use their best efforts make, or cause to prevent the entry, enactment or promulgation thereofbe made, as the case may be. (c) Each party shall give soon as reasonably practicable and after consultation with the other prompt notice of (i) the occurrenceparty, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of an appropriate response in compliance with such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticerequest.

Reasonable Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto agrees to shall use its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable including, but not limited to, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers necessary or advisable in order by any Governmental Entity, including making the filings pursuant to consummate the transactions contemplated by this Agreement. HSR Act within 10 business days of the date hereof, and (bii) using its reasonable efforts to cause the satisfaction of all conditions to Closing. Each party shall promptly consult with the other 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 contemplated by this Agreement. The Seller If in connection with obtaining any permit, authorization, certificate, waiver, license, consent, or approval of any Governmental Entity necessary for the execution, delivery and performance of this Agreement and the transactions contemplated hereby, any Governmental Entity requires that the Specified Agreement (as hereinafter defined) be amended, supplemented or terminated, the Purchaser further covenant and agree, the Seller will terminate the Specified Agreement. (b) Each party hereto shall promptly inform the others of any communication from any Government 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 Government Entity with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, then such party will endeavor in good faith to use their best efforts make, or cause to prevent the entry, enactment or promulgation thereofbe made, as the case may be. (c) Each party shall give soon as reasonably practicable and after consultation with the other prompt notice of (i) the occurrenceparty, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of an appropriate response in compliance with such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticerequest.

Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each of the parties hereto agrees Parties shall: (i) promptly make their respective filings and thereafter make any other required submissions under all applicable laws with respect to the Merger and the other transactions contemplated hereby; and (ii) use its their reasonable best efforts to taketake promptly, or cause to be taken, all actions, other actions and to do, or cause to be done, all other things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations appropriate to consummate and make effective the transactions contemplated by this Agreement as soon as practicable. (b) Parent and the Company shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining all required approvals or consents, including approvals or consents of any governmental authority (whether domestic, foreign or supranational). In that regard, each party shall without limitation: (i) promptly as practicable includingnotify the other of, but and if in writing, furnish the other with the copies of (or, in the case of material oral communications, advise the other orally of) any communications from or with any governmental authority (whether domestic, foreign of supranational) with respect to the Merger or any of the other transactions contemplated by this Agreement, (ii) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written (or any material proposed oral) communication with any such governmental authority, (iii) not limited toparticipate in any meeting with any such governmental authority unless it consults with the other in advance and to the extent permitted by such governmental authority gives the other the opportunity to attend and participate thereat, and (iv) furnish the preparation and filing other with copies of all formscorrespondence, registrations filings and notices communications (and memoranda setting forth the substance thereof) between it and any such governmental authority with respect to this Agreement and the Merger. (c) Each of the Company and Parent shall promptly notify the other party of: (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required to be filed to consummate in connection with the transactions contemplated by this Agreement and if the taking failure of such actions the Company or Parent, as are necessary the case may be, to obtain such consent would be material to the Company or Parent as applicable; and (ii) any approvals, consents, orders, exemptions notice or waivers necessary other communication from any governmental or advisable regulatory agency or authority in order to consummate connection with the transactions contemplated by this Agreement. (bd) Each party The Company and Parent shall promptly consult with notify the other with respect toparty of any actions, provide any necessary information with respect suits, claims, investigations or proceedings commenced or, to and provide the other copies ofits Knowledge, all filings made by threatened against, relating to or involving or otherwise affecting such party with any Governmental Entity or any other information supplied by such party of its Subsidiaries which relate to a Governmental Entity in connection with this Agreement and the consummation of the transactions contemplated by this Agreement. The Seller and the Purchaser further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, to use their best efforts to prevent the entry, enactment or promulgation thereof, as the case may be. (c) Each party shall give the other prompt notice of (i) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Reasonable Efforts. (a) Upon Prior to the Closing, upon the ------------------ terms and subject to the conditions of this Agreement, each of the parties hereto agrees Purchaser and the Company agree to use its 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 or advisable and appropriate, under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement Transactions as promptly as practicable including, but not limited to, to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement 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 Offer Conditions and 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 or advisable in order to consummate the transactions contemplated by this Agreementbe obtained prior to Closing. (b) Each Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to 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 contemplated 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 this Agreementlaw. The Seller and the Purchaser further covenant and agree, 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 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 party, 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 threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability result of the parties hereto to consummate execution of this Agreement or consummation of the transactions contemplated by this AgreementTransactions, to the Company shall use their best its commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, as the case may beeffect such transfers. (c) Each party shall give Notwithstanding the other prompt notice of (i) the occurrenceforegoing, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained nothing in this Agreement shall require the Purchaser to be untrue or inaccurate at or prior defend against any litigation brought by any Governmental Entity seeking to prevent the Closing Date, and (ii) any failure consummation of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeTransactions.

Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each of the parties hereto agrees to Company and Parent will use its their reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable including, but not limited to, the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any approvals, consents, orders, exemptions or waivers necessary or advisable in order to consummate the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, Company agrees, and Parent agrees to cause Tyco, to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within 20 business days of the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act. (b) Each party shall promptly consult In connection with the other with respect to, provide any necessary information with respect efforts referenced in Section 8.01(a) to obtain all requisite approvals and provide the other 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 authorizations for the transactions contemplated by this Agreement. The Seller Agreement under the HSR Act or any other Antitrust Law, each of Parent and the Purchaser further covenant Company shall use its reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission and agree, in connection with respect to a threatened or pending preliminary or permanent injunction any investigation or other orderinquiry, decree including any proceeding initiated by a private party, (ii) keep the other party informed in all material respects of any material communication received by such party from, or ruling or statutegiven by such party to, rulethe Federal Trade Commission (the "FTC"), regulation or executive order that would adversely affect the ability Antitrust Division of the parties hereto to consummate Department of Justice (the "DOJ") or any other governmental authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and (iii) permit the other party to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person. For purposes of this Agreement, to use their best efforts to prevent "ANTITRUST LAW" means the entry, enactment or promulgation thereofXxxxxxx Act, as amended, the case may be. (c) Each party shall give Xxxxxxx Act, as amended, the other prompt notice of (i) HSR Act, the occurrenceFederal Trade Commission Act, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Dateas amended, and (ii) any failure all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of such party to comply with monopolization or satisfy any covenant, condition restraint of trade or agreement to be complied with lessening of competition through merger or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeacquisition.

Reasonable Efforts. (a) Upon the terms and subject Notwithstanding anything in this Agreement to the conditions contrary, the parties hereto agree to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and to make all other filings required by, or advisable under, applicable foreign Antitrust Laws (collectively, “Foreign Antitrust Approvals”) with respect to the transactions contemplated hereby as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided, that the submission or filing (i) of a Notification and Report Form pursuant to the HSR Act will be made within ten (10) Business Days of the date of this Agreement, and (ii) for applicable foreign Antitrust Laws shall be submitted by the parties with the relevant notification forms, or a draft thereof, for jurisdictions where submission of a draft prior to formal notification is appropriate, within forty-five (45) calendar days of the date of this Agreement; provided, further that, in the case of clause (ii), if a party is not prepared to file any such submission or filing within such period, such party’s senior executives shall discuss the reasons for the failure to meet such submission or filing deadlines with the senior executives from the other party) and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other filings required or advisable in connection with the Foreign Antitrust Approvals or any other Antitrust Law. Parent shall be entitled to direct the antitrust defense of the transaction contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Entity or other person relating to the Offer or the Merger or regulatory filings under applicable Antitrust Laws, provided that Parent shall consult with, and consider in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity to evaluate, as promptly as practicable, steps to be taken in pursuit of such defense. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Entity with respect to any proposed settlement, consent decree, commitment or remedy, or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to support Parent in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Parent. Without limiting the foregoing, the parties shall provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any such Antitrust Laws. The parties hereto agree to (i) give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (ii) give each other an opportunity to participate in each of such meetings, (iii) to the extent practicable, give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (iv) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, promptly notify the other party of the substance of such communication, (v) provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws, and (vi) provide each other promptly with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Notwithstanding anything in this Agreement to the contrary, and without limiting Parent’s right to direct the antitrust defense of the transaction contemplated by this Agreement, each of the parties hereto agrees Company and Parent agrees, and shall cause each of its Subsidiaries, to use its reasonable best efforts to obtain any consents, clearances or approvals required under or in connection with the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition (collectively “Antitrust Laws”), to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate each and every impediment under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the consummation of the Offer, the Merger and the other transactions contemplated hereby to occur prior to the Termination Date, including but not limited to (x) promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity. Notwithstanding anything to the contrary herein, nothing in this Agreement shall require Parent or any of its Subsidiaries or Affiliates to consent or proffer to divest, hold separate, or enter into any license or similar Contract with respect to, or agree to restrict the ownership or operation of, any business or assets of Parent or any of its Subsidiaries. Notwithstanding anything to the contrary herein, nothing in this Agreement shall require Parent or any of its Subsidiaries or Affiliates to (and, without the prior written consent of Parent, the Company shall not and shall not allow any of its Subsidiaries to) consent or proffer to divest, hold separate, or enter into any license or similar Contract with respect to, or agree to restrict the ownership or operation of, any business or assets of Company and its Subsidiaries that would reasonably be expected to reduce the benefits to Parent of the transactions contemplated by this Agreement in any material respect. Notwithstanding anything to the contrary herein, in no event shall Parent or any of its Subsidiaries or Affiliates be obligated to litigate or participate in the litigation of any suit, claim, charge, action, hearing, proceeding, arbitration or mediation, whether judicial or administrative, brought by any Governmental Entity or appeal any order (i) challenging or seeking to make illegal, delaying materially or otherwise directly or indirectly restraining or prohibiting the consummation of the Merger or seeking to obtain from Parent or any of its Subsidiaries any damages in connection therewith, (ii) seeking to prohibit or limit in any respect, or place any conditions on, the ownership or operation by the Company, Parent or any of their respective Affiliates of all or any portion of the business or assets of Parent or the Company or any of their respective Subsidiaries or to require any such person to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or hold separate all or any portion of the business or assets of Parent, the Company or any of their respective Subsidiaries, in each case as a result of or in connection with the Merger, (iii) seeking, directly or indirectly, to impose or confirm limitations on the ability of Parent or any of its Affiliates to acquire or hold, or exercise full rights of ownership of, any shares of the Company’s capital stock or any shares of capital stock of the Surviving Corporation on all matters properly presented to the stockholders of the Company or the Surviving Corporation, respectively, (iv) seeking to require divestiture by Parent, the Company or any of their respective Subsidiaries of any shares of Company Common Stock or any business or assets of the Company or its Subsidiaries or Parent or its Subsidiaries, or (v) that would reasonably be expected to impede, interfere with, prevent or materially delay the Merger or that would reasonably be expected to dilute materially the benefits to Parent of the transactions contemplated by this Agreement. (b) Subject to the terms hereof, and except with regard to the Antitrust Laws which shall be governed by Section 7.7(a), the Company, Parent and Sub shall, and Parent and the Company shall cause their respective Subsidiaries to, each use their reasonable best efforts to: (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement hereby as promptly as practicable including, but not limited to, the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any approvals, consents, orders, exemptions or waivers necessary or advisable in order to consummate the transactions contemplated by this Agreement.reasonably practicable; (bii) Each party shall promptly consult with the other with respect to, provide any necessary information with respect to and provide the other copies of, all filings made by such party with obtain from any Governmental Entity or any other information supplied third party any consents, licenses, permits, waivers, approvals, authorizations, or orders, and send any notices, in each case, which are required to be obtained, made or sent by such party to a Governmental Entity or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; provided, that in connection therewith none of Parent, Sub, the Company or their respective Subsidiaries will be required to make or agree to make any material payment or accept any material conditions or obligations, including amendments to existing conditions and obligations; (iii) as promptly as practicable, make all necessary filings and notifications, and thereafter make any other required submissions and applications with respect to this Agreement, the Offer and the Merger required under any applicable statute, law, rule or regulation; and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company and Parent shall cooperate with each other in connection with the making of all such filings, submissions, applications and requests. The Company and Parent shall each use their reasonable best efforts to furnish to each other (on an outside counsel basis if appropriate) all information required for any filing, submission, application or request to be made pursuant to the rules and regulations of any applicable statute, law, rule or regulation in connection with the transactions contemplated by this Agreement. The Seller For the avoidance of doubt, Parent and the Purchaser further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order Company agree that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, to use their best efforts to prevent the entry, enactment or promulgation thereof, as the case may be. (c) Each party shall give the other prompt notice of (i) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party nothing contained in this Agreement to be untrue or inaccurate at or prior to the Closing DateSection 7.7(b) shall modify, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticetheir respective rights and responsibilities under Section 7.7(a).

Reasonable Efforts. (a) Upon the terms and subject Subject to the conditions of this AgreementSection 6.6(c), each of the parties hereto agrees to shall use its all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement and the Shareholder Agreement as promptly as practicable including, but not limited to, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the Shareholder Agreement and the taking of such commercially reasonable actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers necessary by any third party or advisable in order Governmental Entity, including filings pursuant to consummate the transactions contemplated by this Agreement. HSR Act and (bii) using all reasonable efforts to cause the satisfaction of all conditions to Closing. Each party shall promptly consult with the other 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 or the Shareholder Agreement and the transactions contemplated by this Agreement or the Shareholder Agreement. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement or the Shareholder Agreement. The Seller and the Purchaser further covenant and agree, If any party or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to a threatened the transactions contemplated by this Agreement or pending preliminary the Shareholder Agreement, then such party will endeavor in good faith to make, or permanent injunction 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 other orderagree to any substantial limitation on its (or the Surviving Corporation's) operations or to dispose of any assets. (c) Nothing in this Section 6.6 shall require, decree or ruling be construed to require, Parent or statuteany of its affiliates to proffer to, ruleor agree to (i) license, regulation sell, hold separate, discontinue or executive order that would adversely affect limit, before or after the ability Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Company or any of their respective affiliates (or to consent to any license, sale, holding separate, or discontinuance or limitation by the Company of any of its assets or businesses) or (ii) agree to any conditions relating to, or changes or restriction in, the operations of any such asset or businesses which, in either case, could, in the judgment of the parties hereto Board of Directors of Parent, materially and adversely impact the economic or business benefits to consummate Parent of the transactions contemplated by this Agreement, to use their best efforts to prevent the entry, enactment or promulgation thereof, as the case may be. (cd) Each party Parent shall give the other prompt notice of (i) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party Sub to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to its obligations under this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeAgreement.

Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable Agreement, including, but not limited towithout limitation, (i) the preparation and filing of all applicable forms under applicable laws, (ii) such actions as may be required to be taken under applicable state securities or "blue sky" laws in connection with the issuance of shares of WasteMasters Common Stock and contemplated hereby, (iii) the preparation and filing of all other forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any requisite consents, approvals, consents, orders, exemptions authorizations or waivers necessary orders of any Governmental Entity or advisable in order third party and (iv) the satisfaction of all conditions to consummate the transactions contemplated by this AgreementClosing. (b) Each party shall promptly consult with the other with respect to, to and provide any necessary information not subject to legal privilege 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 contemplated by this Agreement. The Seller and the Purchaser further covenant and agree, Agreement (except personal information with respect to a threatened or pending preliminary or permanent injunction or officers and directors). Each party hereto shall promptly inform the other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any material communication from any Governmental Entity regarding any of the parties hereto transactions contemplated by this Agreement. If any party or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to consummate the transactions contemplated by this Agreement, then such party will endeavor in good faith to use their best efforts make, or cause to prevent the entry, enactment or promulgation thereofbe made, as soon as reasonably practicable and after consultation with the case may beother party, an appropriate response in compliance with such request. (c) Each party shall give Notwithstanding the other prompt notice of (i) the occurrenceforegoing, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained nothing in this Agreement shall be deemed to require Waste Ventures to enter into any agreement with any Governmental Entity or to consent to any order, decree or judgment requiring Waste Ventures to hold separate or divest, or to restrict the dominion or control of Waste Ventures or any of its affiliates over any other business of Waste Ventures, its affiliates or the Company and its Subsidiaries. In addition, no party hereto shall take any action after the date hereof that could 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 untrue or inaccurate at or obtained prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeClosing.

Reasonable Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto agrees to shall use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations Laws to consummate and make effective the transactions contemplated by this Agreement Agreement, including as promptly as practicable, making any filing or giving any notice required under any antitrust or competition Law applicable to the transactions contemplated by this Agreement; provided, that the parties acknowledge that, with respect to European Union and European Economic Area member states, the Purchaser has submitted Form RS under Article 4(5) of the EC Merger Regulation to the European Commission in order to request a referral from the European Union and European Economic Area member states to the European Commission. Sellers and Purchaser each shall comply as promptly as practicable including, but not limited to, the preparation and filing with any other Laws that are applicable to any of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and pursuant to which any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other Person in connection with such transactions is necessary. Sellers and Purchaser each shall, unless precluded by Law, furnish to the taking others such necessary information and reasonable assistance as the others may request in connection with their preparation of any filing, registration or declaration which is necessary under any antitrust, competition or other Laws. Purchaser and Sellers shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority in respect of any such actions as filing, registration or declaration, and shall comply promptly with any such inquiry or request (and, unless precluded by Law, provide copies of any such communications that are in writing). The parties shall use their respective commercially reasonable efforts and take all necessary action to obtain any approvalsclearance under any antitrust, consentscompetition or other Laws or any other consent, ordersapproval, exemptions order or waivers authorization of any Governmental Authority under antitrust or competition Laws, necessary or advisable in order to consummate connection with the transactions contemplated by this Agreement. (b) Each party shall promptly consult with the other with respect to, provide Agreement or to resolve any necessary information objections that may be asserted by any Governmental Authority with respect to and provide the other 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 by this Agreement. The Seller Nothing in this Agreement shall require Purchaser or its Affiliates to divest or hold separate or agree to any limitations on or other requirements in respect of the operation of any business, division or operating unit of Purchaser or any of its Affiliates, including the Acquired Business and the Acquired Assets, from and after the Closing. The costs of all filing fees payable in respect of antitrust or competition Law notifications or applications shall be borne equally by Sellers (on the one hand) and Purchaser further covenant (on the other hand), and agreeeach promptly shall reimburse the other for said party’s share of those costs. (b) Subject to the terms and conditions of this Agreement, with respect each party shall use its commercially reasonable efforts to a threatened cause the Closing to occur as promptly as practicable, including by defending against any lawsuits, actions or pending preliminary proceedings, judicial or permanent injunction administrative, challenging this Agreement or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability consummation of the parties hereto to consummate the transactions contemplated hereby, and seeking to have any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition entered or imposed by this Agreementany court or other Governmental Authority that is not yet final and nonappealable, to use their best efforts to prevent the entry, enactment vacated or promulgation thereof, as the case may bereversed. (c) Each party Purchaser and Sellers each shall give use their commercially reasonable efforts to obtain as promptly as practicable all Acquired Permits required by Law for Purchaser to conduct the other prompt notice Acquired Business following the Closing and to own the Acquired Assets. Notwithstanding the foregoing, neither Purchaser nor any Seller shall be required to expend any material sum or agree to a material concession to any Governmental Authority to obtain any such Acquired Permits. (d) Sellers and Purchaser will cooperate and use their respective commercially reasonable efforts to obtain as promptly as practicable all consents, approvals and waivers required by third Persons to transfer the Acquired Assets to Purchaser in a manner that will avoid any applicable default, conflict, or termination of rights under or in respect of the Acquired Assets. Nothing in this Section shall (i) the occurrencerequire Sellers or Purchaser to expend any material sum, make a material financial commitment or non-occurrencegrant or agree to any material concession to any third Person to obtain any such consent, of any event the occurrence approval or non-occurrence of which would be likely to cause any representation waiver or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenantalter, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit diminish or otherwise affect the remedies available hereunder to the party receiving such noticePurchaser’s rights under Article VI.

Reasonable Efforts. (a) Upon Subject to Section 8.2(b), and following the terms and subject to the conditions of this Agreementdate hereof, -------------- each of the parties hereto agrees to shall use its commercially reasonable efforts to take, or cause to be taken, all actionsaction, and or to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations Laws to consummate and make effective the transactions contemplated by this Agreement and the Related Agreements and to cause the conditions to the obligations of the other party hereto to consummate the transactions contemplated hereby to be satisfied at the Closing and as promptly of the Transfer Date as practicable includingprovided herein, but not limited to, the preparation including obtaining all consents and filing approvals of all formsPersons and Governmental or Regulatory Authorities and removing any injunctions or other Encumbrances on the Purchased Assets, registrations and notices required impairments or delays the obtaining or removal of which are necessary, proper or advisable to be filed to consummate the consummation of the transactions contemplated by this Agreement and the Related Agreements. The parties hereto shall cooperate with each other in connection with the taking of all actions referenced in the preceding sentence, including providing (i) such actions reasonable assistance as are necessary the other party may request in connection with its preparation of any required filings or submissions and (ii) copies of all such filings and submissions to obtain the non-filing party and its advisors prior to filing or submission and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The Seller and the Acquiror 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 Seller or the Acquiror, as the case may be, that appears in any approvalsfiling made with, consentsor written materials submitted to, ordersany third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement (including any filing contemplated by this Section 8.2(a)). The Seller and the Acquiror may, exemptions -------------- as each deems reasonably advisable and necessary, designate any competitively sensitive information provided to the other under this section as "outside counsel only." Such information shall be given only to outside counsel of the recipient. In addition, the Seller and the Acquiror may redact any information from such documents shared with the other party or waivers necessary its counsel that is not pertinent to the subject matter of the filing or advisable in order submission or pertaining to consummate the transactions contemplated by this Agreement. (b) Each The Acquiror and the Seller shall each: (i) promptly take all actions necessary to make the filing required of such party shall promptly consult or any of its Affiliates under the HSR Act within five (5) Business Days after the date hereof, (ii) comply at the earliest practicable date with any request for additional information or documentary material received by such party or any of its Affiliates from the Federal Trade Commission or the Antitrust Division of the Department of Justice pursuant to the HSR Act and (iii) cooperate with the other with respect to, provide any necessary information with respect to and provide the other 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 any filing under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions contemplated under this Agreement commenced by this Agreementeither the Federal Trade Commission or the Antitrust Division of the Department of Justice or state attorneys general. The Seller Each of the Seller, on one hand, and the Purchaser further covenant and agreeAcquiror, with respect to a threatened or pending preliminary or permanent injunction or on the other orderhand, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability shall be responsible for its own legal fees for preparing its portion of the parties hereto to consummate HSR Act filings. For the transactions contemplated by this Agreementavoidance of doubt, to use their best efforts to prevent the entry, enactment or promulgation thereof, as Acquiror and the case may beSeller shall share equally any required filing fees under the HSR Act. (c) Each In furtherance and not in limitation of the other covenants of the parties contained herein, each party shall give use commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the other prompt notice consummation of the transactions contemplated hereby under any antitrust Law. If any administrative, judicial or legislative Action or Proceeding is instituted (ior threatened to be instituted) challenging the occurrence, or non-occurrence, sale and purchase of any event of the occurrence Purchased Assets or non-occurrence any other transaction as violative of which would be likely any antitrust Law, each party shall cooperate and use commercially reasonable efforts to cause contest and resist any representation such Action or warranty of such party contained Proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order that is in this Agreement to be untrue effect and that restricts, prevents or inaccurate prohibits consummation at or prior to the Closing Date, of the sale and (ii) purchase of the Purchased Assets or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderother transaction contemplated under this Agreement; provided, however, that nothing in this Agreement shall require the delivery Acquiror or its Subsidiaries to commit to any divestitures, licenses or hold separate or similar arrangements with respect to its assets, the Purchased Assets or the Assumed Liabilities or otherwise agree to any limitation on conduct of business arrangements (including the Gestiva Business), whether as a condition to obtaining any approval from a Governmental and Regulatory Authority or any other Person for any other reason. (d) Each party shall promptly inform the other parties of any notice material communication received by such party from the Federal Trade Commission or the Antitrust Division of the Department of Justice regarding any of the transactions contemplated under this Agreement. Each party shall advise the other party promptly of any understandings, undertakings or agreements that such party proposes to make or enter into with the Federal Trade Commission or the Antitrust Division of the Department of Justice in connection with the transactions contemplated under this Agreement. (e) The Seller shall, (i) to the extent practicable include the Acquiror in any substantive discussions with the FDA regarding any Gestiva Product Registration, (ii) if reasonably requested by the Acquiror, upon reasonable notice, attend meetings or conference calls involving the Acquiror or one of its Subsidiaries and the FDA related to any of the foregoing and (iii) cooperate with Acquiror by submitting the FDA transfer letters, substantially in the form of Exhibit D hereto (the "FDA TRANSFER LETTERS") to --------- the FDA on the Transfer Date or sooner pursuant to this the provision set forth in Section 5.1 8.5(b), in order to have the FDA transfer all Gestiva Product -------------- Registrations to one of Acquiror's Subsidiaries or to Acquiror at such time as requested by the Acquiror. Notwithstanding the foregoing, without the prior written approval of the Seller, which shall not limit be unreasonably withheld, the Acquiror shall not directly initiate correspondence with or otherwise affect meet with the remedies available hereunder FDA regarding Gestiva, the Gestiva Product Registration or any matter relating to the Gestiva Business. (f) Notwithstanding anything in this Agreement to the contrary, the Acquiror shall not be required to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party receiving in connection with obtaining any consent, substitution, approval or amendment required to be obtained by the Seller in order to assign or transfer any Purchased Asset to the Acquiror. In the event any such noticeconsent, substitution, approval or amendment is not obtained prior to the Transfer Date, the Seller shall continue to use commercially reasonable best efforts to obtain such consent, waiver or approval after the Transfer Date.

Reasonable Efforts. (a) Upon Subject to Section 7.5(c), the terms Company and subject Parent shall, and shall use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the conditions of this AgreementMerger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, each any acquisition, business combination or other transaction) which would impair the ability of the parties hereto agrees to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use its all reasonable efforts to promptly take, or cause to be taken, all actions, other actions and to do, or cause to be done, all other things necessary necessary, proper or advisable under this Agreement appropriate to satisfy the conditions set forth in Article VIII (unless waived) and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as on the terms and conditions set forth herein (including seeking to remove promptly as practicable including, but not limited to, the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any approvals, consents, orders, exemptions or waivers necessary or advisable in order to consummate the transactions contemplated by this Agreement. (b) Each party shall promptly consult with the other with respect to, provide any necessary information with respect to and provide the other 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 by this Agreement. The Seller and the Purchaser further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order legal barrier that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, to use their best efforts to may prevent the entry, enactment or promulgation thereof, as the case may be. (c) Each party shall give the other prompt notice of (i) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderconsummation); provided, however, that nothing in this sentence shall prohibit the delivery Company from effecting the transactions contemplated by the ACC Agreement in accordance with its terms. Each party shall promptly notify the other party of any notice pursuant communication to this Section 5.1 that party from any Governmental Body in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (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 not limit commit to, and shall use reasonable efforts to effect, such thereof (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 divest or hold separate or otherwise affect take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the remedies available hereunder 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, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company (or an effect on Parent and its Subsidiaries that, were such effect applied to the party receiving Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company). (b) The Company and its Subsidiaries shall use their reasonable best efforts (i) not to take any action (regardless of whether such noticeaction would otherwise be permitted or not prohibited hereunder) that, to the Company's knowledge based on consultation with its independent accountants (which consultation shall be required before the Company may use its lack of knowledge as a defense), prevents or would prevent Parent from accounting for the Merger as a pooling of interests and (ii) to take any action necessary to cure any action previously taken by or any condition relating to the Company or any of its Subsidiaries that, to the Company's knowledge based on consultation with its independent accountants (which consultation shall be required before the Company may use its lack of knowledge as a defense), prevents or would prevent Parent from accounting for the Merger as a pooling of interests, in each case unless Parent shall have irrevocably and unconditionally waived in writing the condition set forth in Section 8.2(e). (c) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prevent or restrict Parent and its Subsidiaries from engaging in any merger, acquisition, business combination or other transaction (whether or not Parent is the surviving corporation); provided that such merger, acquisition, business combination or other transaction would not (i) prevent, or delay beyond March 31, 1999, the ability of Parent to consummate the Merger or (ii) cause the Merger, or the merger contemplated by the ACC Agreement, to fail to qualify as a tax-free reorganization.

Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each party shall use, and shall cause each of the parties hereto agrees its respective Subsidiaries to use its use, all commercially reasonable efforts (i) to take, or to cause to be taken, all actionsappropriate action, and to do, or to cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable includingAgreement, but not limited to(ii) to obtain from any Governmental Authorities any Licenses, the preparation and filing of all forms, registrations and notices Permits or Orders required to be filed to consummate obtained by such party or any of its Subsidiaries in connection with the transactions contemplated by authorization, execution and delivery of this Agreement and the taking performance of its obligations hereunder and (iii) to make all necessary filings and thereafter to make promptly any other required submissions, with respect to this Agreement required under (A) the HSR Act or (B) any other applicable Law, Regulation or Order; provided, that the Company and Shell shall cooperate with each other in connection with the making of all such actions as are necessary filings and in supplying any information requested supplementally or by second request from any Governmental Authority. The Company and Shell shall request early termination of the waiting period under the HSR Act with respect to obtain any approvals, consents, orders, exemptions or waivers necessary or advisable in order to consummate the transactions contemplated by this Agreement. hereby. (b) Each party shall promptly consult with the other The parties agree to cooperate and to cause their respective Subsidiaries to cooperate with respect to, provide and agree to use all commercially reasonable efforts vigorously to contest and resist and to have vacated, lifted, reversed or overturned, any necessary information with respect to and provide the other copies ofaction, all filings made by such party with including legislative, administrative or judicial action, including any Order (whether temporary, preliminary or permanent) of any Governmental Entity Authority, that is in effect and that restricts, prevents or any other information supplied by such party to a Governmental Entity in connection with this Agreement and prohibits the consummation of the transactions contemplated by this Agreement. The Seller and the Purchaser further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability Each of the parties hereto also agrees to consummate take any and all commercially reasonable actions that may be required by any Governmental Authority as a condition to the granting of any Permit or Order required in order to permit the consummation of the transactions contemplated by this Agreementhereby or as may be required to vacate, to use their best efforts to prevent the entrylift, enactment reverse or promulgation thereof, as the case may be. (c) Each party shall give the other prompt notice of (i) the occurrence, overturn any administrative or non-occurrence, of any event the occurrence or non-occurrence of which judicial action that would be likely to otherwise cause any representation or warranty of such party contained in this Agreement condition to the Effective Time not to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereundersatisfied; provided, however, that the delivery in no event shall any party be required to take any action that could reasonably be expected to have a Company Material Adverse Effect or to result in a breach of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeAgreement.

Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each of the parties hereto agrees to party will use its all reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws Applicable Laws and regulations to consummate the Merger and make effective the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable including, but not limited to, and in any event within five Business Days after the preparation and filing date of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the taking of such HSR Act and to use all reasonable efforts to take all other actions as are necessary to obtain any approvals, consents, orders, exemptions cause the expiration or waivers necessary or advisable in order to consummate termination of the transactions contemplated by this Agreementapplicable waiting periods under the HSR Act as soon as practicable. (b) Each party shall promptly consult with the other with respect toof Parent and Target shall, provide any necessary information with respect to and provide the other 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 efforts referenced in SECTION 5.4(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement. The Seller Merger Agreement under the HSR Act or any other Regulatory Law (as defined below), use all reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission and the Purchaser further covenant and agree, in connection with respect to a threatened or pending preliminary or permanent injunction any investigation or other orderinquiry, decree including any proceeding initiated by a private party, (ii) promptly inform the other party of any communication received by such party from, or ruling or statutegiven by such party to, rule, regulation or executive order that would adversely affect the ability Antitrust Division of the parties hereto to consummate Department of Justice (the "DOJ") or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement, to use their best efforts to prevent the entry, enactment or promulgation thereof, as the case may be. (c) Each party shall give the other prompt notice of (i) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Datehereby, and (iiiii) any failure of such permit the other party to comply with or satisfy review any covenant, condition or agreement to be complied with or satisfied communication given by it hereunder; providedto, however, that the delivery and make all reasonable efforts to consult with each other in advance of any notice pursuant to this Section 5.1 shall not limit meeting or otherwise affect conference with, the remedies available hereunder to the party receiving DOJ or any such notice.other Governmental Entity or, in connection with any proceeding by a private party,

Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each of the parties hereto agrees to Company and Parent will use its their reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable including, but not limited to, the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any approvals, consents, orders, exemptions or waivers necessary or advisable in order to consummate the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each of Parent and the Company agrees (i) to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as reasonably practicable (1) promptly notify the other party of any communication from the FTC, the Antitrust Division or any State Attorney General or any other Governmental Entity, and subject to applicable Law, permit the other party to review in advance any proposed written communication to any of the foregoing and to accept all reasonable additions, deletions or changes suggested in connection therewith; (2) with respect to this Transaction not agree to participate in any substantive meetings or discussions with any Governmental Entity in respect of any filings, investigations, or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; and (3) with respect to this Transaction furnish the other party's counsel, subject to appropriate confidentiality procedures, with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their respective representatives and any Governmental Entity or their respective staffs. (b) Each party shall promptly consult In connection with the other with respect to, provide any necessary information with respect to and provide the other copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity obtaining financing in connection with this Agreement and the transactions contemplated by this Agreement. The Seller and the Purchaser further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, at the reasonable request of Parent, the Company (i) agrees to enter into such agreements, agrees to use their reasonable best efforts to prevent deliver such officers certificates and opinions as are customary in a financing and as are, in the entrygood faith determination of the persons executing such officers' certificates or opinions, enactment or promulgation thereofaccurate, and agrees to pledge, grant security interests in, and otherwise grant liens on, its assets pursuant to such agreements as may be reasonably requested, provided that no obligation of the case may be. (c) Each party shall give the other prompt notice of (i) the occurrenceCompany under any such agreement, pledge, or non-occurrencegrant shall be effective until the Effective Time; provided, that, all expenses, liabilities or costs of the Company incurred in connection herewith shall be the responsibility of Parent and any obligations entered into in connection herewith are terminated in the event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, is terminated in accordance with its terms and (ii) any failure with reasonable assurances of confidentiality acceptable to the Company will provide to the lenders specified by Parent financial and other information in the Company's possession with respect to the Company, Spinco, the Merger and the Transaction, will make the Company's senior officers and financial and accounting personnel reasonably available to assist such lenders, and otherwise will cooperate in connection with the consummation of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticefinancing.

Reasonable Efforts. (a) Upon Each Party and the terms and subject to the conditions of this Agreement, each of the parties hereto Members’ Representative agrees to use its all reasonable efforts promptly to take, or cause to be taken, and the Company shall cause its Subsidiaries to take, all actions, actions and to do, do or cause to be done, done all things necessary necessary, proper or advisable under this Agreement and applicable laws 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 Equity Transfer 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 contemplated by this Agreement as promptly as practicable includingTransactions, including the satisfaction, but not limited towaiver, of all conditions hereto; provided that the foregoing shall not require acceptance by the Buyer or the Seller Parties of any mitigation arrangement or any condition required or imposed on the Buyer, the preparation Buyer’s Affiliates, the Members and/or the Company or its Subsidiaries that are unacceptable to the Buyer or the Members’ Representative, each in its sole discretion. Notwithstanding anything to the contrary in this Section 6.7(a), Parent and filing the Buyer, on the one hand, and the Seller Parties, on the other hand, (i) shall each keep the other Party reasonably and promptly informed of any and all formsmaterial written and oral communications from any Governmental Authority, registrations or any such other public or private Person, regarding the Extension and notices required the Extension Documents and regarding the Transactions or otherwise relating to be filed to consummate the transactions contemplated by this Agreement and or any of the taking of such actions as are necessary to obtain any approvals, consents, orders, exemptions or waivers necessary or advisable in order to consummate the transactions contemplated by this Agreementother Transaction Documents. (b) Each party of the Parties shall promptly consult cooperate reasonably with the each other with respect to, provide any necessary information with respect to and provide the other 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 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 the Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, it is expressly understood and the transactions contemplated by this Agreement. The Seller and the Purchaser further covenant and agreeagreed that (i) no Party shall have any obligation to litigate or contest any administrative or judicial action or any decree, with respect to a threatened or pending preliminary or permanent judgment, injunction or other order, decree whether temporary, preliminary or ruling permanent brought by or statutebefore an administrative tribunal, rule, regulation court or executive order that would adversely affect other similar tribunal or body and (ii) nothing shall require the ability Buyer or any Seller Party to accept or permit any Subsidiary of the parties hereto Company to consummate accept, without the transactions contemplated by this AgreementBuyer’s and the Members’ Representative’s consent, any requirement, condition or arrangement imposed upon the Members, the Buyer, the Company or any of its Subsidiaries or their respective business operations as a condition to use their best efforts obtaining approval or resolving any objection of a Governmental Authority or other public or private Persons with respect to prevent the entryTransactions, enactment in each case to the extent that such actions, requirements, conditions or promulgation thereofarrangements are unacceptable to the Buyer or the Members’ Representative, as the case may beeach in its sole discretion. (c) Each party The Parties and the Members’ Representative shall give make all other necessary and appropriate filings with applicable agencies of the other prompt notice U.S. Government, including submission of notification of the Transactions to the U.S. Department of State at least sixty (i60) days in advance of the occurrenceClosing pursuant to 22 C.F.R. § 122.4(b). (d) Subject to the provisions of Section 6.7(a)-(c) above, none of the Parties shall take any action that would reasonably be expected to hinder or non-occurrence, delay the obtaining of clearance or any necessary approval of any event Governmental Authority. (e) Promptly following the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained date hereof, the Executive Employees and the Buyer shall each negotiate the Employment Agreements in this Agreement to be untrue or inaccurate at or prior to good faith consistent with the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this terms set forth in Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice7.6(i).

Reasonable Efforts. (a) Upon Prior to the Closing, upon the terms and subject to the conditions of this Agreement, each Parent, Purchaser and, unless the recommendation of the parties hereto Company Board of Directors has been withdrawn, amended or modified pursuant to Section 5.5(c) hereof, the Company agrees to use its their respective commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and (subject to any applicable laws and regulations laws) to consummate and make effective the transactions contemplated by this Agreement Transactions as promptly as practicable including, but not limited to, to (i) the preparation and filing not later than fifteen (15) days after the date hereof of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement Transactions and the taking of such actions as are reasonably 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, unless the recommendation of the Company Board of Directors has been withdrawn, amended or modified pursuant to Section 5.5(c) hereof, 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 or advisable in order to consummate the transactions contemplated by this Agreementbe obtained prior to Closing. (b) Each Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to 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 and or the transactions contemplated by this AgreementTransactions. The Seller and Each party hereto shall promptly inform the Purchaser further covenant and agree, 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 a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability any of the parties hereto Transactions, then such party shall endeavor in good faith to consummate the transactions contemplated by this Agreementmake, or cause to use their best efforts to prevent the entry, enactment or promulgation thereofbe made, as soon as reasonably practicable and after consultation with the case may beother parties hereto, an appropriate response in compliance with such request. (c) Each party If required, the Company and Parent shall give file as soon as practicable notifications under the HSR Act and respond as promptly as practicable and after consultation with the other prompt parties hereto to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and respond as promptly as practicable and after consultation with the other parties hereto to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. Concurrently with any required 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, if applicable. None of the parties to this Agreement shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Entity in respect of any such filings, investigation or other inquiry without giving the other parties to this Agreement prior notice of the meeting or conversation and, unless prohibited by such Governmental Entity, the opportunity to attend or participate. The parties to this Agreement will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party to this Agreement in connection with proceedings under or relating to the HSR Act or other antitrust laws. (d) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require any party hereto (i) to commence any litigation against any entity in order to facilitate the occurrence, or non-occurrence, consummation of any event of the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing DateTransactions, and (ii) to defend against any failure litigation brought by any Governmental Entity seeking to prevent the consummation of such any of the Transactions or (iii) to divest any of its businesses, product lines or assets, make public any information that the other party to comply with or satisfy any covenant, condition or agreement deems to be complied with confidential, or satisfied by it hereunder; provided, however, that the delivery of take or agree to take any notice pursuant other action or agree to this Section 5.1 shall not limit any limitation or otherwise affect the remedies available hereunder to the party receiving such noticerestriction.

Reasonable Efforts. Each Party shall use all reasonable efforts to file, and Management Sellers shall cause the Company to file, as soon as practicable after the Signing Date, all notices, reports and other documents required to be filed by such Party with any Governmental Body with respect to the transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. The Parties shall, and Management Sellers shall cause the Company to, respond as promptly as practicable to any inquiries or requests received from any Governmental Body for additional information or documentation and promptly inform the other Parties of any communication to or from any Governmental Body regarding the transactions contemplated by this Agreement. Except as may be prohibited by any Governmental Body or by any Legal Requirement, each Seller shall, to the extent that any of the items in clauses “(a)” through “(d)” of this sentence are applicable to such Seller: (a) Upon consult with Purchaser prior to taking a position with respect to any such filing; (b) permit Purchaser to review and discuss in advance, and consider in good faith the terms views of Purchaser in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and subject to the conditions of this Agreement, each proposals before making or submitting any of the parties hereto agrees foregoing to any Governmental Body by or on behalf of any Seller in connection with any Legal Proceeding related to this Agreement or the transactions contemplated hereby; (c) coordinate with Purchaser in preparing and exchanging such information; and (d) promptly provide Purchaser (and its counsel) with copies of all filings, notices, analyses, presentations, memoranda, briefs, opinions, proposals and other submissions made or submitted by such Seller with or to any Governmental Body related solely to this Agreement or the transactions contemplated hereby. The Parties shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things actions necessary or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable including, but not limited to, the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any approvals, consents, orders, exemptions or waivers necessary or advisable in order to consummate the transactions contemplated by this Agreement. (b) Each party shall promptly consult with the other with respect to, provide any necessary information with respect to and provide the other 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 by this Agreement. The Seller and the Purchaser further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, to use their best efforts to prevent the entry, enactment or promulgation thereof, as the case may be. (c) Each party shall give the other prompt notice of (i) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable Agreement, including, but not limited towithout limitation, (i) the preparation and filing of all applicable forms under the HSR Act, (ii) such actions as may be required to be taken under applicable state securities or "blue sky" laws in connection with the issuance of shares of Republic Common Stock and contemplated hereby, (iii) the preparation and filing of all other forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any requisite consents, approvals, consents, orders, exemptions authorizations or waivers necessary orders of any Governmental Entity or advisable in order third party and (iv) the satisfaction of all conditions to consummate the transactions contemplated by this AgreementClosing. (b) Each party shall promptly consult with the other with respect to, to and provide any necessary information not subject to legal privilege 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 contemplated by this Agreement. The Seller and the Purchaser further covenant and agree, Agreement (except personal information with respect to a threatened or pending preliminary or permanent injunction or officers and directors). Each party hereto shall promptly inform the other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any material communication from any Government Entity regarding any of the parties hereto transactions contemplated by this Agreement. If any party or affiliate thereof receives a request for additional information or documentary material from any such Government Entity with respect to consummate the transactions contemplated by this Agreement, then such party will endeavor in good faith to use their best efforts make, or cause to prevent the entry, enactment or promulgation thereofbe made, as soon as reasonably practicable and after consultation with the case may beother party, an appropriate response in compliance with such request. (c) Each party shall give Notwithstanding the other prompt notice of (i) the occurrenceforegoing, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained nothing in this Agreement shall be deemed to require Republic to enter into any agreement with any Governmental Entity or to consent to any order, decree or judgment requiring Republic to hold separate or divest, or to restrict the dominion or control of Republic or any of its affiliates over, any significant portion of the Car Rental Business or any other business of Republic, its affiliates or the Company and its Subsidiaries. In addition, no party hereto shall take any action after the date hereof that could 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 untrue or inaccurate at or obtained prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeClosing.

Reasonable Efforts. (a) Upon Subject to Sections 8.2(b), and following the terms and subject to the conditions of this Agreement--------------- date hereof, each of the parties hereto agrees to shall use its commercially reasonable efforts to take, or cause to be taken, all actionsaction, and or to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable includingand the Related Agreements and to cause the conditions to the obligations of the other party hereto to consummate the transactions contemplated hereby to be satisfied at the Closing, but not limited to, the preparation including obtaining all consents and filing approvals of all formsPersons and Governmental or Regulatory Authorities and removing any injunctions or other Encumbrances on the Purchased Assets, registrations and notices required impairments or delays the obtaining or removal of which are necessary, proper or advisable to be filed to consummate the consummation of the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any approvals, consents, orders, exemptions or waivers necessary or advisable in order to consummate the transactions contemplated by this Agreement. (b) Each party Related Agreements. The parties hereto shall promptly consult cooperate with the each other with respect to, provide any necessary information with respect to and provide the other 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 taking of all actions referenced in the preceding sentence, including providing (i) such reasonable assistance as the other party may request in connection with its preparation of any required filings or submissions and (ii) copies of all such filings and submissions to the transactions contemplated by this Agreementnon-filing party and its advisors prior to filing or submission and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The Seller and the Purchaser further covenant and agreeAcquiror shall have the right to review in advance, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreementand, to use their best efforts the extent practicable, each shall consult the other on, all the information relating to prevent the entry, enactment Seller or promulgation thereofthe Acquiror, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement (including any filing contemplated by this Section 8.2(a)). -------------- The Seller and the Acquiror may, as each deems reasonably advisable and necessary, designate any competitively sensitive information provided to the other under this section as "outside counsel only." Such information shall be given only to outside counsel of the recipient. In addition, the Seller and the Acquiror may redact any information from such documents shared with the other party or its counsel that is not pertinent to the subject matter of the filing or submission. (cb) Each party The Acquiror and the Seller shall give the other prompt notice of each: (i) take all actions necessary to make the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty filing required of such party contained in this Agreement to be untrue or inaccurate at or prior to any of its Affiliates under the Closing Date, and HSR Act within ten (10) Business Days after the date hereof; (ii) comply at the earliest practicable date with any failure of request for additional information or documentary material received by such party to comply with or satisfy any covenant, condition of its Affiliates from the Federal Trade Commission or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery Antitrust Division of any notice the Department of Justice pursuant to the HSR Act; and (iii) cooperate with the other party in connection with any filing under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions contemplated under this Section 5.1 Agreement commenced by either the Federal Trade Commission or the Antitrust Division of the Department of Justice or state attorneys general. Each of the Seller, on one hand, and the Acquiror, on the other hand, shall not limit or otherwise affect be responsible for its own legal fees for preparing its portion of the remedies available hereunder to the party receiving such notice.HSR Act

Reasonable Efforts. (a) Upon Subject to Section 7.5(c), the terms Company and subject ------------------ Parent shall, and shall use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the conditions of this AgreementMerger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, each any acquisition, business combination or other transaction) which would impair the ability of the parties hereto agrees to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use its all reasonable efforts to promptly take, or cause to be taken, all actions, other actions and to do, or cause to be done, all other things necessary necessary, proper or advisable under this Agreement appropriate to satisfy the conditions set forth in Article VIII (unless waived) and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as on the terms and conditions set forth herein (including seeking to remove promptly as practicable including, but not limited to, the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any approvals, consents, orders, exemptions or waivers necessary or advisable in order to consummate the transactions contemplated by this Agreement. (b) Each party shall promptly consult with the other with respect to, provide any necessary information with respect to and provide the other 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 by this Agreement. The Seller and the Purchaser further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order legal barrier that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, to use their best efforts to may prevent the entry, enactment or promulgation thereof, as the case may be. (c) Each party shall give the other prompt notice of (i) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderconsummation); provided, however, that nothing in -------- ------- this sentence shall prohibit the delivery Company from effecting the transactions contemplated by the ACC Agreement in accordance with its terms. Each party shall promptly notify the other party of any notice pursuant communication to this Section 5.1 that party from any Governmental Body in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (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 not limit commit to, and shall use reasonable efforts to effect, such thereof (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 divest or hold separate or otherwise affect take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the remedies available hereunder 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, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company (or an effect on Parent and its Subsidiaries that, were such effect applied to the party receiving Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company). (b) The Company and its Subsidiaries shall use their reasonable best efforts (i) not to take any action (regardless of whether such noticeaction would otherwise be permitted or not prohibited hereunder) that, to the Company's knowledge based on consultation with its independent accountants (which consultation shall be required before the Company may use its lack of knowledge as a defense), prevents or would prevent Parent from accounting for the Merger as a pooling of interests and (ii) to take any action necessary to cure any action previously taken by or any condition relating to the Company or any of its Subsidiaries that, to the Company's knowledge based on consultation with its independent accountants (which consultation shall be required before the Company may use its lack of knowledge as a defense), prevents or would prevent Parent from accounting for the Merger as a pooling of interests, in each case unless Parent shall have irrevocably and unconditionally waived in writing the condition set forth in Section 8.2(e). (c) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prevent or restrict Parent and its Subsidiaries from engaging in any merger, acquisition, business combination or other transaction (whether or not Parent is the surviving corporation); provided that such merger, -------- acquisition, business combination or other transaction would not (i) prevent, or delay beyond March 31, 1999, the ability of Parent to consummate the Merger or (ii) cause the Merger, or the merger contemplated by the ACC Agreement, to fail to qualify as a tax-free reorganization.

Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable Agreement, including, but not limited towithout limitation, (i) the preparation and filing of all applicable forms under applicable laws, (ii) such actions as may be required to be taken under applicable state securities or "blue sky" laws in connection with the issuance of shares of Novamex Series A Preferred Stock and contemplated hereby, (iii) the preparation and filing of all other forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any requisite consents, approvals, consents, orders, exemptions authorizations or waivers necessary orders of any Governmental Entity or advisable in order third party and (iv) the satisfaction of all conditions to consummate the transactions contemplated by this AgreementClosing. (b) Each party shall promptly consult with the other with respect to, to and provide any necessary information not subject to legal privilege 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 contemplated by this Agreement. The Seller and the Purchaser further covenant and agree, Agreement (except personal information with respect to a threatened or pending preliminary or permanent injunction or officers and directors). Each party hereto shall promptly inform the other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any material communication from any Governmental Entity regarding any of the parties hereto transactions contemplated by this Agreement. If any party or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to consummate the transactions contemplated by this Agreement, then such party will endeavor in good faith to use their best efforts make, or cause to prevent the entry, enactment or promulgation thereofbe made, as soon as reasonably practicable and after consultation with the case may beother party, an appropriate response in compliance with such request. (c) Each party shall give Notwithstanding the other prompt notice of (i) the occurrenceforegoing, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained nothing in this Agreement shall be deemed to require Novamex to enter into any agreement with any Governmental Entity or to consent to any order, decree or judgment requiring Novamex to hold separate or divest, or to restrict the dominion or control of Novamex or any of its affiliates over any other business of Novamex, its affiliates or Rio Bravo U.S. and its Subsidiaries. In addition, no party hereto shall take any action after the date hereof that could 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 untrue or inaccurate at or obtained prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeClosing.

Reasonable Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each Each of the parties hereto to this Agreement agrees to use its commercially reasonable efforts efforts, and to cooperate with each other party hereto, to take, or cause to be taken, all actions, and appropriate action to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations Applicable Law or otherwise to consummate and make effective the transactions Transactions as promptly as practicable, including, subject to any applicable limitations set forth in this Section and other provisions of this Agreement, causing the satisfaction of the respective conditions set forth in Article VI (Conditions to Closing) and executing and delivering such other instruments and doing and performing such other acts and things as may be necessary or reasonably desirable for effecting the consummation of the Transactions. Without prejudice to the foregoing, as promptly as practicable after the date of this Agreement, each of the parties hereto (i) shall file any required notifications with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) in accordance with the HSR Act, and (ii) shall file any recommended or required antitrust notification in any other jurisdiction in accordance with any other applicable Antitrust Law, as determined by Purchaser in its reasonable judgment. Each of the parties hereto shall furnish promptly to the FTC, the Antitrust Division and any other requesting Governmental Entity any additional information reasonably requested by any of them pursuant to the HSR Act or any other Antitrust Laws in connection with such filings. Each party will notify the other promptly upon the receipt of any comments from any officials of any Governmental Entity in connection with any filings made pursuant to this subsection. To the extent permitted by Applicable Law, and subject to all applicable privileges (including the attorney-client privilege), each of the parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other Antitrust Law. Each of the parties hereto shall cooperate reasonably with each other in connection with the making of all such filings or responses. (b) Notwithstanding anything in this Agreement to the contrary (including the other provisions of this Section), (i) if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as promptly as practicable includingviolative of any Antitrust Law, but it is expressly understood and agreed that: (1) Purchaser shall not limited to, the preparation and filing of all forms, registrations and notices required have any obligation to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain litigate or contest any approvals, consents, orders, exemptions administrative or waivers necessary or advisable in order to consummate the transactions contemplated by this Agreement. (b) Each party shall promptly consult with the other with respect to, provide any necessary information with respect to and provide the other copies of, all filings made by such party with any Governmental Entity judicial action or any decree, judgment, injunction or other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreement. The Seller and the Purchaser further covenant and agreeOrder, with respect to a threatened or pending whether temporary, preliminary or permanent injunction brought by or before an administrative tribunal, court or other ordersimilar tribunal or body; (2) Purchaser shall be under no obligation to make proposals, decree execute or ruling carry out agreements or statute, rule, regulation submit to orders providing for a Divestiture; and (3) Seller may not conduct or executive order that would adversely affect agree to conduct a Divestiture without the ability prior written consent of the parties hereto to consummate the transactions contemplated by this Agreement, to use their best efforts to prevent the entry, enactment or promulgation thereof, as the case may be. (c) Each party shall give the other prompt notice of (i) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, Purchaser and (ii) Purchaser and its Affiliates shall be under no obligation to refrain from making, or agreeing to make, any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery acquisitions of any notice pursuant to this Section 5.1 assets, business or any Person, whether by merger, consolidation or by any other manner. “Divestiture” shall not limit mean (x) the sale, license or otherwise affect the remedies available hereunder to the party receiving such notice.other disposition or holding

Reasonable Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto agrees to Parties shall use its all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement applicable Laws and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement Agreement, including, without limitation, filing (as promptly as practicable, but in no event later than ten (10) Business Days after the Letter of Intent was executed and delivered by the parties thereto) with the FTC and the DOJ, the notification and report form under the HSR Act required for the transactions contemplated hereby and, thereafter, furnishing as promptly as reasonably practicable any supplemental information requested in connection therewith by any Governmental Authority pursuant to the HSR Act. The Sellers and Purchaser each shall comply as promptly as practicable includingwith any other Laws that are applicable to any of the transactions contemplated hereby or by the Transaction Documents and pursuant to which any consent, but not limited toapproval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other Person in connection with such transactions is necessary. The Sellers and Purchaser each shall furnish to the others such necessary information and reasonable assistance as the other Party may request in connection with their preparation of any filing, registration or declaration which is necessary under the HSR Act or any other such Laws. Purchaser and filing the Sellers shall keep each other apprised of all formsthe status of any communications with, registrations and notices required to be filed to consummate any inquiries or requests for additional information from, any Governmental Authority (or other Person regarding any of the transactions contemplated by this Agreement or the Transaction Documents) in respect of any such filing, registration or declaration, and the taking shall comply promptly with any such inquiry or request (and, unless precluded by Law, provide copies of any such actions as communications that are in writing). The Parties shall use their respective reasonable best efforts and take all necessary action to obtain any approvalsclearance under the HSR Act or any other consent, consentsapproval, ordersorder or authorization of any Governmental Authority under United States or foreign antitrust or competition Laws, exemptions or waivers necessary or advisable in order to consummate connection with the transactions contemplated hereby or to resolve any objections that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby. Without limiting the generality of the foregoing, Purchaser agrees to use its reasonable best efforts to take any and all reasonable actions to receive regulatory clearance under all applicable Laws to effect the Closing of the transaction contemplated by this Agreement. (b) Each party shall promptly consult with the other with respect to, provide any necessary information with respect to and provide the other 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 by this Agreement. The Seller and the Purchaser further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, to use their best efforts to prevent the entry, enactment or promulgation thereof, as the case may be. (c) Each party shall give the other prompt notice of (i) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that nothing in this Agreement shall require Purchaser or its Affiliates to divest or hold separate or agree to any limitations on or other requirements in respect of the delivery operation of any notice pursuant business, division or operating unit of Purchaser or any of its Affiliates, including, without limitation, the Business and the Purchased Assets from and after the Closing. (b) Subject to the terms and conditions of this Agreement, each Party shall use its reasonable best efforts to cause the Closing to occur as promptly as practicable, including, without limitation, by defending against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, and 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 Authority that is not yet final and nonappealable vacated or reversed. (c) Purchaser and the Sellers shall each use its reasonable best efforts to obtain as promptly as practicable all Permits required by Law for Purchaser to conduct the Business following the Closing and to own the Purchased Assets at Purchaser’s expense. Notwithstanding the foregoing, neither Purchaser nor the Sellers shall be required to expend any material sum or agree to a material concession to any Governmental Authority to obtain any such Permits. (d) The Sellers and Purchaser will cooperate and use their respective reasonable best efforts to obtain as promptly as practicable all Consents and Permits required by third Persons to transfer the Purchased Assets to Purchaser in a manner that will avoid any applicable default, conflict, or termination of rights under or in respect of the Purchased Assets. Nothing in this Section 5.1 shall not limit (i) require the Sellers or 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 or (ii) alter, diminish or otherwise affect the remedies available hereunder to the party receiving such noticePurchaser’s rights under Article VI. Section 5.4. [Intentionally Omitted.]

Reasonable Efforts. (a) Upon Prior to the Closing, upon the terms and subject to the conditions of this Agreement, each of the parties hereto agrees Parent, Merger Sub and the Company agree to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and (subject to any applicable laws and regulations laws) to consummate the Merger and make effective the transactions contemplated by this Agreement Merger and the other Transactions as promptly as practicable but in no event earlier than June 18, 2000, including, but not limited to, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement 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 advisable any other covenant herein contained, in order connection with the receipt of any necessary approvals under the HSR Act, the Company shall not be entitled to consummate divest or hold separate or otherwise take or commit to take any action that limits the transactions contemplated by this AgreementParent's or Merger Sub's freedom of action with respect of, or their ability to retain, the Company or any material portions thereof or any of the businesses, product lines, properties or assets of the Company, without the Parent's prior written consent (which may be withheld in the Parent's sole and absolute discretion). (b) Each Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to 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 Agreement, the Merger and the transactions contemplated by this Agreementother Transactions. The Seller and Each party hereto shall promptly inform the Purchaser further covenant and agree, 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 a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability any of the parties hereto Transactions, then such party shall endeavor in good faith to consummate make, or cause to be made, as soon as reasonably practicable and after consultation with the transactions contemplated by 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 AgreementAgreement or consummation of any of the Transactions, to the Company shall use their best efforts to prevent the entryeffect such transfers, enactment amendments or promulgation thereof, as the case may bemodifications. (c) Each party The Company and the Parent shall give file as soon as practicable notifications under the HSR Act and respond as promptly as practicable to any inquiries received from the 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 prompt notice 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. (id) Notwithstanding the occurrenceforegoing, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained nothing in this Agreement shall be deemed to be untrue require the Parent or inaccurate at or prior Merger Sub to commence any litigation against any entity in order to facilitate the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery consummation of any notice pursuant of the Transactions or to this Section 5.1 shall not limit or otherwise affect defend against any litigation brought by any Governmental Entity seeking to prevent the remedies available hereunder to consummation of any of the party receiving such noticeTransactions.

Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each of the parties hereto agrees to Globix and NEON shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts (i) to take, or cause to be taken, all actionsactions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VI hereof, to consummate the Merger as promptly as practicable and (ii) to obtain (and to cooperate with the other party to obtain) the NEON Required Consents and the Globix Required Consents, and to docomply with the terms and conditions of any NEON Required Consent and Globix Required Consent. (b) Without limiting the foregoing, NEON and Globix shall duly file with the United States Federal Trade Commission and the Antitrust Division of the Department of Justice the premerger notification and report form (the "HSR FILING") required under the HSR Act with respect to the Merger as promptly as practical following the date hereof. The HSR Filings shall be in substantial compliance with the requirements of the HSR Act. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information thereunder. Globix and NEON shall furnish to each other all such information as is necessary to prepare any such registration, declaration or filing. Globix and NEON each shall pay the filing fees with respect to the HSR Filing as provided in Section 5.6(a), as well as any other such registration, declaration or filing. Globix and NEON shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity with respect to the Merger. (c) Notwithstanding anything to the contrary, (i) neither NEON nor Globix shall be under any obligation to litigate before or with, or contest any order or decree, or defend against any such actions or proceedings commenced by any Governmental Entity in respect of the antitrust, competition, merger control or similar laws and rules or regulations, and (ii) neither Globix nor any of its Subsidiaries or affiliates shall be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture or accept any operational restriction, or take or commit to take any action that could reasonably be expected to limit (A) the freedom of action of Globix or its Subsidiaries or Affiliates with respect to the operation of, or Globix's or its Subsidiaries' or Affiliates' ability to retain, NEON or any businesses, product lines or assets of NEON, or (B) the ability to retain, own or operate any portion of the businesses, product lines, or assets, of Globix or any of its Subsidiaries or Affiliates, or alter or restrict in any way the business or commercial practices of NEON, Globix, their respective Subsidiaries or their respective Affiliates. If any such party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Merger, then such party will endeavor in good faith to make, or cause to be donemade, all things necessary or advisable under this Agreement as soon as possible and applicable laws after consultation with the other parties, an appropriate response in compliance with such request. Globix, on the one hand, and regulations to consummate and make effective NEON, on the transactions contemplated by this Agreement as other hand, shall promptly as practicable including, but not limited toinform the other of any material communication from the United States Federal Trade Commission, the preparation and filing Department of all forms, registrations and notices required to be filed to consummate Justice or any other Governmental Entity regarding the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any approvals, consents, orders, exemptions or waivers necessary or advisable in order to consummate the transactions contemplated by this AgreementMerger. (bd) Each Prior to the Closing, each party shall promptly consult with use commercially reasonable efforts to refrain from taking any action or failing to take any action, which action or failure to act would cause, or be reasonably likely to cause, the other with respect to, provide any necessary information with respect Merger to and provide fail to qualify as a reorganization within the other 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 by this Agreement. The Seller and the Purchaser further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability meaning of Section 368(a) of the parties hereto to consummate the transactions contemplated by this Agreement, to use their best efforts to prevent the entry, enactment or promulgation thereof, as the case may beCode. (c) Each party shall give the other prompt notice of (i) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each of the parties hereto agrees to party shall use its reasonable efforts to takecause the Closing to occur, including taking, or cause causing to be taken, all actions, and to do, or cause to be done, all things reasonable actions necessary or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable including, but not limited to, the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any approvals, consents, orders, exemptions or waivers necessary or advisable in order Applicable Law to consummate the transactions contemplated by this Agreement. The parties shall cooperate with one another (a) in determining whether any action by or in respect of, or filing with, any Governmental Agency is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any Contracts and (b) subject to the terms and conditions of this Agreement, in taking such actions or making any such filings, furnishing information required in connection therewith and seeking to obtain in a timely fashion any such actions, consents, approvals or waivers. (b) Each party of Seller and Buyer shall as promptly consult as practicable, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form, if any, required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act. Each of Seller and Buyer shall furnish to the other with respect to, provide any such necessary information with respect to and provide reasonable assistance as the other copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity may request in connection with this Agreement its preparation of any filing or submission that is necessary under the HSR Act. Seller and Buyer shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and shall comply promptly with any such inquiry or request. Each party hereto shall use its reasonable efforts to obtain any clearance required under the HSR Act or such other Applicable Law for the consummation of the transactions contemplated by this Agreement. The Seller and For purposes of this Section 5.4, the Purchaser further covenant and agree“reasonable efforts” of Buyer shall not require Buyer to (i) litigate any Proceeding of the type described in Section 6.3 hereof or (ii) agree to any prohibition, with respect to a threatened or pending preliminary or permanent injunction limitation or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability requirement of the parties hereto to consummate the transactions contemplated by this Agreement, to use their best efforts to prevent the entry, enactment or promulgation thereof, as the case may betype described in Section 6.3 hereof. (c) Each party shall give the other prompt notice of (i) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior Prior to the Closing Dateand for a period of twelve (12) months thereafter, each party hereto shall, and shall cause its affiliates to, use reasonable efforts (iiat its own expense) to obtain and to cooperate in obtaining, all consents from third parties necessary to assign to the Company any failure Contract to which Parent or any of such its affiliates (other than the Company) is a party which relates solely to comply with or satisfy any covenantthe Company’s business and to which the Company is not a party as of the date of this Agreement, condition or agreement to be complied with or satisfied by it hereunderincluding the Contracts set forth in Section 5.4(c) of the Seller Disclosure Schedule; provided, however, that the delivery of any notice pursuant to this Section 5.1 parties shall not limit be required to pay or otherwise affect the remedies available hereunder commit to pay any amount to (or incur any obligation in favor of) any person from whom any such consent may be required (other than nominal filing or application fees. Additionally, prior to the Closing and for a period of twelve (12) months thereafter, each party receiving such noticehereto shall, and shall cause each of its Subsidiaries to, assign, transfer, convey and deliver to the Company any assets owned by Parent or any of its affiliates (other than the Company) and used solely in the operation and conduct of the Company’s business as of the date of this Agreement and not owned by the Company as of the date of this Agreement.

Reasonable Efforts. (a) Upon the terms and subject Subject to the conditions of express limitations set forth in this Agreement, each of the parties hereto agrees to Seller and Purchaser shall use its their respective commercially reasonable 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 others in doing, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable including, but not limited to, the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any approvals, consents, orders, exemptions or waivers necessary or advisable in order to consummate the transactions contemplated by this Agreement. (b) Each party The parties shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly consult with furnishing the other party with respect to, provide copies of notices or other communications received from any necessary information third party and/or any Governmental Authority with respect to the transactions contemplated hereby, subject to any applicable confidentiality restrictions. Seller and Purchaser each shall promptly furnish to the other parties such necessary information and reasonable assistance as such other parties reasonably may request in connection with the foregoing and, subject to any applicable confidentiality restrictions, shall promptly provide the other party’s counsel with copies of, of all filings made by such party, and all correspondence between such party (and its advisors) with any Governmental Entity or Authority with respect to the transactions contemplated by this Agreement and (subject to any applicable confidentiality restrictions) any other information supplied by such party and its Affiliates to a Governmental Entity Authority in connection herewith and the transactions contemplated hereby; provided, however, that such party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other party as “outside counsel only” and materials may be redacted: (i) to remove references concerning the valuation of the Business and (ii) as necessary to comply with contractual obligations. Materials designated as for “outside counsel only” and the information contained therein shall be given only to the outside legal counsel of the other party and will not be disclosed by such outside counsel to employees, officers, directors or other representatives of the other party unless express written permission is obtained in advance from the disclosing party’s legal counsel. Seller and Purchaser each shall, subject to applicable Law, permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of such party in connection with, any proposed written communication to any Governmental Authority in connection with this Agreement and consummation of the transactions contemplated by this Agreement. The Neither Seller and the nor Purchaser further covenant and agreeshall participate in any substantive meeting or discussion, either in person or by telephone, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate any Governmental Authority in connection with the transactions contemplated by this AgreementAgreement unless it consults with the other parties in advance and, to use their best efforts the extent not prohibited by such Governmental Authority, give the other parties the opportunity to prevent the entry, enactment or promulgation thereof, as the case may beattend and participate. (c) Each party In connection with and without limiting Section 6.3(b), Purchaser and Seller shall, as promptly as practicable and in no event later than ten Business Days after the date of this Agreement, file a Premerger Notification and Report Form in accordance with the HSR Act and make any other necessary registrations, declarations, notices or filings, if any, necessary for completion of the transactions contemplated by this Agreement under any other federal, state or foreign Law designed to prohibit, restrict or regulation actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively “Antitrust Laws”). Purchase and Seller shall give the other prompt notice of cooperate and use their respective best efforts: (i) to secure the occurrence, expiration or non-occurrence, termination of any applicable waiting period under the HSR Act and any consents of any Governmental Authority any other applicable Antitrust Laws as promptly as practicable and in any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Outside Date, and ; (ii) to respond promptly to any failure requests of any Governmental Authority for information under any Antitrust Law and to resolve any objections asserted with respect to the transactions contemplated by this Agreement raised by any Governmental Authority, including any “second request” under the HSR Act. Notwithstanding the foregoing, or any other provision to the contrary in this Agreement, and except to the extent it elects to do so in its sole discretion, Purchaser shall not be obligated to sell or dispose of or hold separately (through a trust or otherwise) any assets or business of Purchaser or its Affiliates. Purchaser and Seller promptly shall inform the other of any written or oral communication received from any Governmental Authority relating to the transactions contemplated hereby (and, if in writing, furnish the other party with a copy of such communication, provided that if the party furnishing the copy designates it for outside counsel only, copies of the writing shall not be disseminated beyond outside counsel except with permission of the party furnishing the same), and shall consult and cooperate with each other, and consider in good faith the views of each other, in connection with any analyses, appearances, presentations, memoranda, briefs, responses, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act and any other Antitrust Law. Such cooperation shall include, but not be limited to, the parties: (x) providing, in the case of oral communications or meetings with a Governmental Authority, advance notice of any such communication or meeting and, whether or not initiated by a party, an opportunity for the other party to comply participate (if permitted by the Governmental Authority); and (y) providing, in the case of written communications, an opportunity for the other party to comment on any such communication (including the incorporation of such reasonable comments) and provide the other with a final copy of all such communications (other than documents or satisfy information that reveal any covenantparty’s negotiating objectives or strategies), condition or agreement to which shall, where applicable, be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeprovided under a joint defense agreement.

Reasonable Efforts. (a) Upon Subject to the terms and subject conditions provided in this Agreement and any other standards applicable to the conditions of this Agreementspecific obligations or actions contemplated hereby, each of the parties hereto agrees to shall use its reasonable best efforts to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable including, but not limited to, the preparation and filing of all forms, registrations and notices required to be filed Applicable Law to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary hereby, to obtain any all necessary waivers, consents and approvals, consentsto effect all necessary registrations and filings and to remove any injunctions or other legal or other impediments or delays, orders, exemptions or waivers necessary or advisable in order to consummate the transactions contemplated by this AgreementAgreement or the Ancillary Agreements and secure to the parties hereto the benefits contemplated hereby and thereby. (b) Each party Promptly after the date of this Agreement, each of Parent and the Company will prepare and file with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice Notification and Report Forms relating to the transactions contemplated herein as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties. Parent and the Company each shall promptly consult with supply the other with respect toany information which may be required in order to effectuate any filings pursuant to this Section 5.5. Each of Parent and the Company shall, provide any necessary information with respect to and provide the other 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 the efforts referenced in this Agreement Section 5.5 to obtain all requisite approvals and the transactions contemplated by this Agreement. The Seller and the Purchaser further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate authorizations for the transactions contemplated by this Agreement, to use their best its commercially reasonable efforts to prevent (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the entryother party informed of any material communication received by such party from, enactment or promulgation thereofgiven by such party to, any other governmental authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, or any such other governmental authority or, in connection with any proceeding by a private party, with any other person. Parent shall pay the filing fees associated with the filing of Notification and Report Forms relating to the transactions contemplated hereby as required by the case may beHSR Act. (c) Each party Notwithstanding anything to the contrary herein, Parent shall give not be required to agree to any divestiture by Parent, the other prompt notice Company or any of (i) Parent’s or the occurrenceCompany’s subsidiaries or affiliates of shares of capital stock or any business, assets or property, or non-occurrence, the imposition of any event limitation on the occurrence ability of any such persons to conduct their respective businesses or non-occurrence of which would be likely to cause any representation own or warranty exercise control of such party contained in this Agreement to be untrue or inaccurate at or assets, properties and stock either prior to or following the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeMerger.

Reasonable Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto agrees to Parties shall use its all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement applicable Laws and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement Agreement, including, without limitation, filing (as promptly as practicable, but in no event later than ten (10) Business Days after the Letter of Intent was executed and delivered by the parties thereto) with the FTC and the DOJ, the notification and report form under the HSR Act required for the transactions contemplated hereby and, thereafter, furnishing as promptly as reasonably practicable any supplemental information requested in connection therewith by any Governmental Authority pursuant to the HSR Act. The Sellers and Purchaser each shall comply as promptly as practicable includingwith any other Laws that are applicable to any of the transactions contemplated hereby or by the Transaction Documents and pursuant to which any consent, but not limited toapproval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other Person in connection with such transactions is necessary. The Sellers and Purchaser each shall furnish to the others such necessary information and reasonable assistance as the other Party may request in connection with their preparation of any filing, registration or declaration which is necessary under the HSR Act or any other such Laws. Purchaser and filing the Sellers shall keep each other apprised of all formsthe status of any communications with, registrations and notices required to be filed to consummate any inquiries or requests for additional information from, any Governmental Authority (or other Person regarding any of the transactions contemplated by this Agreement or the Transaction Documents) in respect of any such filing, registration or declaration, and the taking shall comply promptly with any such inquiry or request (and, unless precluded by Law, provide copies of any such actions as communications that are in writing). The Parties shall use their respective reasonable best efforts and take all necessary action to obtain any approvalsclearance under the HSR Act or any other consent, consentsapproval, ordersorder or authorization of any Governmental Authority under United States or foreign antitrust or competition Laws, exemptions or waivers necessary or advisable in order to consummate connection with the transactions contemplated hereby or to resolve any objections that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby. Without limiting the generality of the foregoing, Purchaser agrees to use its reasonable best efforts to take any and all reasonable actions to receive regulatory clearance under all applicable Laws to effect the Closing of the transaction contemplated by this Agreement. (b) Each party shall promptly consult with the other with respect to, provide any necessary information with respect to and provide the other 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 by this Agreement. The Seller and the Purchaser further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, to use their best efforts to prevent the entry, enactment or promulgation thereof, as the case may be. (c) Each party shall give the other prompt notice of (i) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that nothing in this Agreement shall require Purchaser or its Affiliates to divest or hold separate or agree to any limitations on or other requirements in respect of the delivery operation of any notice pursuant business, division or operating unit of Purchaser or any of its Affiliates, including, without limitation, the Business and the Purchased Assets from and after the Closing. (b) Subject to the terms and conditions of this Agreement, each Party shall use its reasonable best efforts to cause the Closing to occur as promptly as practicable, including, without limitation, by defending against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, and 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 Authority that is not yet final and nonappealable vacated or reversed. (c) Purchaser and the Sellers shall each use its reasonable best efforts to obtain as promptly as practicable all Permits required by Law for Purchaser to conduct the Business following the Closing and to own the Purchased Assets at Purchaser’s expense. Notwithstanding the foregoing, neither Purchaser nor the Sellers shall be required to expend any material sum or agree to a material concession to any Governmental Authority to obtain any such Permits. (d) The Sellers and Purchaser will cooperate and use their respective reasonable best efforts to obtain as promptly as practicable all Consents and Permits required by third Persons to transfer the Purchased Assets to Purchaser in a manner that will avoid any applicable default, conflict, or termination of rights under or in respect of the Purchased Assets. Nothing in this Section 5.1 shall not limit (i) require the Sellers or 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 or (ii) alter, diminish or otherwise affect the remedies available hereunder to the party receiving such noticePurchaser’s rights under Article VI.

Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each of the parties hereto agrees Parties shall: (i) promptly make their respective filings and thereafter make any other required submissions under all applicable laws with respect to the Merger and the other transactions contemplated hereby; and (ii) use its their reasonable best efforts to taketake promptly, or cause to be taken, all actions, other actions and to do, or cause to be done, all other things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations appropriate to consummate and make effective the transactions contemplated by this Agreement as soon as practicable. 45 (b) Parent and the Company shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining all required approvals or consents of any governmental authority (whether domestic, foreign or supranational). In that regard, each party shall without limitation: (i) promptly as practicable includingnotify the other of, but and if in writing, furnish the other with the copies of (or, in the case of material oral communications, advise the other orally of) any communications from or with any governmental authority (whether domestic, foreign of supranational) with respect to the Merger or any of the other transactions contemplated by this Agreement, (ii) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written (or any material proposed oral) communication with any such governmental authority, (iii) not limited toparticipate in any meeting with any such governmental authority unless it consults with the other in advance and to the extent permitted by such governmental authority gives the other the opportunity to attend and participate thereat, and (iv) furnish the preparation and filing other with copies of all formscorrespondence, registrations filing and notices communications (and memoranda setting forth the substance thereof) between it and any such governmental authority with respect to this Agreement and the Merger. (c) Each of the Company and Parent shall promptly notify the other party of: (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required to be filed to consummate in connection with the transactions contemplated by this Agreement and if the taking failure of such actions the Company or Parent, as are necessary the case may be, to obtain such consent would be material to the Company or Parent as applicable; and (ii) any approvals, consents, orders, exemptions notice or waivers necessary other communication from any governmental or advisable regulatory agency or authority in order to consummate connection with the transactions contemplated by this Agreement. (bd) Each party The Company and Parent shall promptly consult with notify the other with respect toparty of any actions, provide any necessary information with respect suits, claims, investigations or proceedings commenced or, to and provide the other copies ofits Knowledge, all filings made by threatened against, relating to or involving or otherwise affecting such party with any Governmental Entity or any other information supplied by such party of its Subsidiaries which relate to a Governmental Entity in connection with this Agreement and the consummation of the transactions contemplated by this Agreement. The Seller and the Purchaser further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, to use their best efforts to prevent the entry, enactment or promulgation thereof, as the case may be. (c) Each party shall give the other prompt notice of (i) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each of the parties hereto agrees shall cooperate with the other parties and use (and shall cause their respective Subsidiaries to use its use) all commercially reasonable efforts to promptly (i) take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary things, necessary, proper or advisable under this Agreement and applicable laws and regulations Law or otherwise to consummate and make effective cause the transactions contemplated by this Agreement conditions to Closing to be satisfied as promptly as practicable including, but not limited to, the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions Merger and the other Transactions contemplated by in this Agreement and the taking documents, instruments and agreements entered into in connection with this Agreement, satisfy the closing conditions herein and the documents, instruments and agreements entered into in connection herewith, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of such actions as are necessary to information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), and (ii) obtain any all approvals, consents, ordersregistrations, exemptions or waivers necessary permits, authorizations and other confirmations from any Governmental Authority necessary, proper or advisable in order to consummate the transactions contemplated by this Agreement. Transactions, and third party approvals, consents, registrations, permits, authorizations and confirmations set forth on Schedule 5.4(a) of the Company Disclosure Schedule (b) such approvals, consents, registrations, permits, authorizations and confirmations, collectively, the “Required Consents”). Each party of the parties shall promptly consult with the other with respect to, provide any necessary information with respect to and provide the other parties with copies of, of all filings made by such party with any Governmental Entity or Authority and, upon request, any other information supplied by such party to a Governmental Entity Authority in connection with this Agreement and the transactions Transactions contemplated by hereby. For purposes hereof, “Antitrust Laws” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Xxxx-Xxxxx-Xxxxxx Act, the Federal Trade Commission Act, as amended, and all other applicable Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. (b) Without limiting the generality of the undertakings pursuant to this Agreement. The Seller and the Purchaser further covenant and agreeSection 5.4, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of (i) the parties hereto shall provide or cause to consummate be provided as promptly as practicable to the transactions Governmental Authorities with regulatory jurisdiction over enforcement of any applicable Antitrust Laws (a “Governmental Antitrust Entity”) any information and documents requested by any Governmental Antitrust Entity or necessary, proper or advisable to permit the consummation of the Transactions contemplated by this Agreement, to and (ii) the Company shall use their its reasonable best efforts to prevent (x) take all action necessary to ensure that no state takeover statute or similar Law is or becomes applicable to any of the entryTransactions and (y) if any state takeover statute or similar Law becomes applicable to any of the Transactions, enactment take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise minimize the effect of such Law on the Transactions. The parties hereto shall use their respective reasonable best efforts to take such actions as are necessary or promulgation thereofreasonably advisable to obtain approval of the consummation of the Transactions contemplated by this Agreement by any Governmental Antitrust Entity. Each party hereto shall act in good faith and reasonably cooperate with each other party in connection with any such filings (including, if requested by such other party, to accept all reasonable additions, deletions or changes suggested by the other party in connection therewith) and use all reasonable best efforts to resolve all objections and challenges, if any, that may be asserted by any Governmental Authority or Government Antitrust Entity with respect to the Transactions contemplated by this Agreement under the Antitrust Laws. Subject to appropriate confidentiality protections, each party hereto shall furnish to the other parties such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Notwithstanding anything in this Agreement to the contrary, in no event shall Parent or Merger Sub be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture, to accept any operational restriction, or take any other action that, in the reasonable judgment of Parent, could be expected to (1) limit the right of Parent to own or operate all or any portion of the Company’s business or of Parent to own or operate any portion of the Company’s existing businesses or assets, or (2) require Parent or any of Parent’s Subsidiaries to license any of their Intellectual Property Rights or to modify any existing license of their Intellectual Property Rights, and, in each case, that would have a Parent Material Adverse Effect or Company Material Adverse Effect, as the case may be. In regard to any Governmental Authority, neither the Company or its Subsidiaries on the one hand nor Parent or Merger Sub on the other hand shall, without the other party’s prior written consent, discuss or commit to any divestiture transaction, or discuss or commit to alter any of their businesses or commercial practices in any way, or otherwise take or commit to take any action that limits Parent’s freedom of action with respect to, or Parent’s ability to retain any of the businesses, product or service lines or assets of, the Company or otherwise receive the full benefits of this Agreement. (c) Each party shall give To the extent not prohibited by applicable Law providing notice and any opportunity to participate to the other prompt notice parties, each party hereto shall provide to the other parties copies of all correspondence between it (or its advisors) and any Governmental Antitrust Entity relating to the Transactions contemplated by this Agreement or any of the matters described in this Section 5.4, and, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Antitrust Entity regarding the Transactions contemplated by this Agreement or any of the matters described in this Section 5.4 shall include representatives of Parent and the Company. Subject to applicable Law, the parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the Antitrust Laws, and shall provide to the Company’s or Parent’s outside antitrust counsel, as appropriate, all information and documents reasonably requested by such counsel promptly upon request, subject to any reasonable restrictions. The parties hereto may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.4 as “outside counsel only” or “outside antitrust counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient or in the case of outside antitrust counsel only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel or outside antitrust counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials of Parent and the Company. (d) The Company shall use its reasonable best efforts to seek and obtain all required prior consents from all applicable Governmental Authorities to the indirect transfer of control of the Company’s Permits (including Environmental Permits), and Parent shall cooperate with the Company in providing information regarding Parent that is reasonably required for the Company to obtain such consent. Such cooperation and assistance shall include, but is not limited to, such party’s or its agents’ attendance at public hearings and, to the extent necessary, the use of the knowledge, expertise and information of such party and its agents, experts and employees. (e) Parent, Merger Sub and their respective Affiliates shall not acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into a definitive agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the occurrenceobtaining of, or non-occurrenceincrease the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any event Governmental Authority necessary to consummate the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in Transactions contemplated by this Agreement to be untrue or inaccurate at the expiration or prior to the Closing Datetermination of any applicable waiting period, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that increase the delivery risk of any notice pursuant Governmental Authority entering an order prohibiting the consummation of the Transactions contemplated by this Agreement, (iii) increase the risk of not being able to this Section 5.1 shall not limit remove any such order on appeal, or (iv) otherwise affect delay the remedies available hereunder to consummation of the party receiving such noticeTransactions.

Reasonable Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each Each of the parties hereto Parties to this Agreement agrees to use its commercially reasonable efforts efforts, and to cooperate with each other Party hereto, to take, or cause to be taken, all actions, and appropriate action to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations Applicable Law or otherwise to consummate and make effective the transactions Transactions as promptly as practicable, including, subject to any applicable limitations set forth in this Section and other provisions of this Agreement, causing the satisfaction of the respective conditions set forth in Article VI (Conditions to Closing) and executing and delivering such other instruments and doing and performing such other acts and things as may be necessary or reasonably desirable for effecting the consummation of the Transactions. Without prejudice to the foregoing, as promptly as practicable after the date of this Agreement, if required by any Applicable Law, each of the Parties hereto (i) shall file any required or recommended filings with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) in accordance with the HSR Act, and (ii) shall file an antitrust notification in any other jurisdiction if required by any other applicable Antitrust Law, as determined by Purchaser in its reasonable judgment. Each of the Parties hereto shall furnish promptly to the FTC, the Antitrust Division and any other requesting Governmental Entity any additional information reasonably requested by any of them pursuant to the HSR Act or any other Antitrust Laws in connection with such filings. Each Party will notify the other promptly upon the receipt of any comments from any officials of any Governmental Entity in connection with any filings made pursuant to this subsection. To the extent permitted by Applicable Law, and subject to all applicable privileges (including the attorney-client privilege), each of the Parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party hereto in connection with proceedings under or relating to the HSR Act or any other Antitrust Law. Each of the Parties hereto shall cooperate reasonably with each other in connection with the making of all such filings or responses. (b) Notwithstanding anything in this Agreement to the contrary (including the other provisions of this Section 4.3), in no event shall Purchaser be obligated to, and the Seller shall not agree with a Governmental Entity without the prior written consent of Purchaser, to (A) sell, license, dispose or hold separate (through the establishment of a trust or otherwise) of any material portion of the Purchased Assets, or any business of Purchaser or any of its Affiliates, (B) materially limit or restrict on the ability of Purchaser or any of its Affiliates to freely conduct their businesses (including the Business) or own and operate the Purchased Assets, or (C) any other action that would reasonably be expected to have a Material Adverse Effect (any such action, a “Divestiture”). If any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as promptly as practicable includingviolative of any Antitrust Law, but it is expressly understood and agreed that Purchaser shall not limited to, the preparation and filing of all forms, registrations and notices required have any obligation to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain litigate or contest any approvals, consents, orders, exemptions administrative or waivers necessary or advisable in order to consummate the transactions contemplated by this Agreement. (b) Each party shall promptly consult with the other with respect to, provide any necessary information with respect to and provide the other copies of, all filings made by such party with any Governmental Entity judicial action or any decree, judgment, injunction or other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreement. The Seller and the Purchaser further covenant and agreeOrder, with respect to a threatened or pending whether temporary, preliminary or permanent injunction brought by or before an administrative tribunal, court or other order, decree similar tribunal or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, to use their best efforts to prevent the entry, enactment or promulgation thereof, as the case may bebody. (c) Each party of Purchaser and Seller shall give the other prompt notice of pay one half (i1/2) the occurrence, or non-occurrence, of any event applicable filing fee under the occurrence or non-occurrence of which would be likely to cause HSR Act and any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice other filing made pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeany other applicable Antitrust Law.

Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreementherein provided, each of the parties hereto agrees Seller, Global and Buyer agree to use its reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable including, but not limited to, the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and to cooperate with the taking of such actions as are necessary other in connection with the foregoing, including using reasonable efforts: (i) to obtain any approvalsall necessary waivers, consents, ordersreleases and approvals (x) from other parties to loan agreements, exemptions or waivers necessary or advisable in order Leases, guarantees, Permits, Contracts and (y) relating to consummate curing non-monetary title defects regarding the transactions contemplated by this AgreementReal Property. (bii) Each party shall promptly consult with the other with respect toto obtain all consents, provide approvals and authorizations that are required to be obtained under any necessary information with respect federal, state, local or foreign law or regulation; (iii) to and provide the other copies of, all filings made by such party with lift or rescind any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreement. The Seller and the Purchaser further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or restraining order or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect affecting the ability of the parties hereto to consummate the transactions contemplated hereby; (iv) to effect all necessary registrations and filings, including filings under the HSR Act and submissions of information requested by governmental authorities; and (v) to fulfill all conditions applicable to it pursuant to this Agreement; provided that none of Seller, Global or Buyer shall have any obligation to offer -------- or pay any consideration in order to obtain any such consents or approvals; and provided, further, that Seller shall not make any agreement or understanding -------- ------- affecting the Purchased Assets or the Business as a condition for obtaining any such consents or waivers except with the prior written consent of Buyer. (b) To the extent legally permissible, Buyer and Seller shall: (i) furnish each other with such information and assistance as may be reasonably requested to prepare the Notification and Report Forms required to be filed under the HSR Act in connection with the transactions contemplated by this Agreement, to ; and (ii) use their best reasonable efforts to prevent cooperate and consult with each other with respect to any written or oral responses to any requests for additional information or documentary material by the entry, enactment FTC or promulgation thereofthe Antitrust Division in connection with the transactions contemplated hereby. Each party warrants that all such filings by it will be, as of the case may be. (c) Each party shall give date filed, true and accurate in all material respects and in accordance with the other prompt notice requirements of the HSR Act. Notwithstanding anything herein to the contrary, (i) neither Seller nor Buyer shall be obligated to contest any final action or decision taken by the occurrenceFTC or the Antitrust Division or any other governmental or administrative agency, authority or non-occurrence, court challenging the consummation of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in transactions contemplated by this Agreement to be untrue or inaccurate at or prior to the Closing DateAgreement, and (ii) any failure of such party in no event shall Buyer be required to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit (A) sell or otherwise affect dispose of, hold separate or agree to sell or dispose of, any assets, categories of assets or businesses of Seller or Buyer or their respective subsidiaries, (B) terminate existing relationships, contractual rights or obligations or (C) amend or terminate existing licenses or other intellectual property agreements or enter into new licenses or other intellectual property agreements to avoid, prevent or terminate any action by the remedies available hereunder to FTC or the party receiving such noticeAntitrust Division or any other governmental or administrative agency, authority or court which would restrain, enjoin or otherwise prevent consummation of the transactions contemplated by this Agreement.

Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable Agreement, including, but not limited towithout limitation, (i) the preparation and filing of all applicable forms under applicable laws or creation of additional documents and agreements, (ii) such actions as may be required to be taken under applicable state securities or "blue sky" laws in connection with the issuance of the Shares to Investors contemplated hereby, (iii) the preparation and filing of all other forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any requisite consents, approvals, consents, orders, exemptions authorizations or waivers necessary orders of any Governmental Entity or advisable in order third party and (iv) the satisfaction of all conditions to consummate the transactions contemplated by this AgreementClosing. (b) Each party shall promptly consult with the other with respect to, to and provide any necessary information not subject to legal privilege 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 contemplated by this Agreement. The Seller and the Purchaser further covenant and agree, Agreement (except personal information with respect to a threatened or pending preliminary or permanent injunction or officers and directors). Each party hereto shall promptly inform the other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any material communication from any Governmental Entity regarding any of the parties hereto transactions contemplated by this Agreement. If any party or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to consummate the transactions contemplated by this Agreement, then such party will endeavor in good faith to use their best efforts make, or cause to prevent the entry, enactment or promulgation thereofbe made, as soon as reasonably practicable and after consultation with the case may beother party, an appropriate response in compliance with such request. (c) Each party shall give Notwithstanding the other prompt notice of (i) the occurrenceforegoing, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained nothing in this Agreement shall be deemed to require Investors to enter into any agreement with any Governmental Entity or to consent to any order, decree or judgment requiring Investors to hold separate or divest, or to restrict the dominion or control of Investors or any of its affiliates over any other business of Investors, its affiliates or the Company and its Subsidiaries. In addition, no party hereto shall take any action after the date hereof that could 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 untrue or inaccurate at or obtained prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeClosing.

Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable Agreement, including, but not limited towithout limitation, (i) the preparation and filing of all applicable forms under applicable laws, (ii) such actions as may be required to be taken under applicable state securities or "blue sky" laws in connection with the issuance of shares of PSWW Preferred Stock and contemplated hereby, (iii) the preparation and filing of all other forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any requisite consents, approvals, consents, orders, exemptions authorizations or waivers necessary orders of any Governmental Entity or advisable in order third party and (iv) the satisfaction of all conditions to consummate the transactions contemplated by this AgreementClosing. (b) Each party shall promptly consult with the other with respect to, to and provide any necessary information not subject to legal privilege 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 contemplated by this Agreement. The Seller and the Purchaser further covenant and agree, Agreement (except personal information with respect to a threatened or pending preliminary or permanent injunction or officers and directors). Each party hereto shall promptly inform the other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any material communication from any Governmental Entity regarding any of the parties hereto transactions contemplated by this Agreement. If any party or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to consummate the transactions contemplated by this Agreement, then such party will endeavor in good faith to use their best efforts make, or cause to prevent the entry, enactment or promulgation thereofbe made, as soon as reasonably practicable and after consultation with the case may beother party, an appropriate response in compliance with such request. (c) Each party shall give Notwithstanding the other prompt notice of (i) the occurrenceforegoing, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained nothing in this Agreement shall be deemed to require Principal Solar to enter into any agreement with any Governmental Entity or to consent to any order, decree or judgment requiring Principal Solar to hold separate or divest, or to restrict the dominion or control of Principal Solar or any of its affiliates over any other business of Principal Solar, its affiliates or BAYOU ROAD and its Subsidiaries. In addition, no party hereto shall take any action after the date hereof that could 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 untrue or inaccurate at or obtained prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeClosing.

Reasonable Efforts. (a) Upon the Subject to terms and subject to the conditions of this Agreementherein provided, each of the parties hereto agrees to use its all reasonable efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable including, but not limited to, the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement Merger and the taking of such actions as are necessary to obtain any approvals, consents, orders, exemptions or waivers necessary or advisable in order to consummate the transactions contemplated by this Agreement. (b) Each party shall promptly consult with the other with respect to, provide any necessary information with respect to and provide the other 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 by this Agreement. The Seller Without limiting the generality of the foregoing, the Company and Parent each will use all reasonable efforts to obtain all approvals, authorizations, consents and waivers from, and give all notices to, any public or private third parties that are necessary on its part in order to effect the transactions contemplated hereby. (b) Parent and the Purchaser further covenant and agreeCompany will (i) not later than five (5) business days after the Agreement Date, make the filings required of such party under the HSR Act with respect to a threatened or pending preliminary or permanent injunction or the Transaction and the other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents or other materials received by such party from the Federal Trade Commission or the Department of Justice or any other Governmental Entity in respect of such filings or the Transaction and the other transactions contemplated by this Agreement, and (iii) cooperate with the other party in connection with making any filing under the HSR Act and in connection with any filings, conferences or other submissions related to resolving any investigation or other inquiry by any such Governmental Entity under the HSR Act or other law with respect to the Transaction and the other transactions contemplated by this Agreement. Each of Parent and the Company will cause each of their respective Affiliates to use their its reasonable best efforts to prevent the entry, enactment or promulgation thereof, as the case may be. obtain (c) Each party shall give the and will cooperate with each other prompt notice of (iin obtaining) the occurrencetermination of all waiting periods under the HSR Act and not to extend any waiting period under the HSR Act. Prior to the termination of this Agreement, each party will prosecute, cooperate in and defend against any litigation instituted by the Federal Trade Commission or the Department of Justice or any other Governmental Entity that seeks to restrain or prohibit the consummation of the Transaction or that seeks to impose material limitations on the ability of Parent, the Company or any of their respective Affiliates to acquire, operate or hold, or non-occurrenceto require Parent, the Company or any of their respective Affiliates to dispose of or hold separate, any event material portion of their assets or business or the occurrence Company's assets or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to business after the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeEffective Time.

Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, Seller and each of the parties hereto agrees to Purchaser shall use its reasonable best efforts to (a) take, or cause to be taken, all actionsappropriate action, and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations Law or otherwise to promptly consummate and make effective the transactions contemplated by this Agreement, (b) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all Governmental Entities and other Persons that may be or become necessary for the performance of its obligations under this Agreement as promptly as practicable includingand the consummation of the transactions contemplated by this Agreement, but not limited to, (c) lift or rescind any injunction or restraining order or other order adversely affecting the preparation and filing ability of all forms, registrations and notices required the parties to be filed this Agreement to consummate the transactions contemplated by this Agreement and (d) fulfill all conditions to such party’s obligations under this Agreement. Subject to the taking terms and conditions of this Agreement, Seller and each Purchaser shall cooperate fully with each other in promptly seeking to obtain all such actions as are necessary authorizations, consents, orders and approvals, giving such notices, and making such filings. Notwithstanding the foregoing, the Seller shall not be required to make any payment to a third party in order to obtain any approvalssuch authorization, consentsconsent, orders, exemptions order or waivers necessary approval as may be required to be filed or advisable in order to consummate the transactions contemplated by this Agreement. (b) Each party shall promptly consult with the other with respect to, provide any necessary information with respect to and provide the other 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 by this Agreement. The Seller and the Purchaser further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, to use their best efforts to prevent the entry, enactment or promulgation thereofsecured, as applicable, solely by reason of Purchasers' (as opposed to Seller's) participation in the case may beTransactions. (c) Each party shall give the other prompt notice of (i) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Reasonable Efforts. (a) Upon Prior to the Closing, upon the terms and subject to the conditions of this Agreement, each of the parties hereto party to this Agreement hereby agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and (subject to any applicable laws and regulations Laws) to consummate the Mergers and make effective the transactions contemplated by this Agreement other Transactions as promptly as practicable including, but not limited to, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement Mergers and the other Transactions and the taking of such actions as are necessary to obtain any approvalsNecessary Consents and Required Approvals, consentsby any third party or Governmental Entity, ordersand (ii) the satisfaction of the other parties' conditions to Closing. In addition, exemptions no party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or waivers result in not obtaining, any Necessary Consent or Required Approval from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing, or advisable any other covenant herein contained, in order connection with the receipt of any necessary approvals under the HSR Act, neither party shall be entitled to consummate divest or hold separate or otherwise take or commit to take any action that limits NetZero's, NetZero Merger Sub's, Juno's, Juno Merger Sub's or United Online's freedom of action with respect to, or their ability to retain, any material portions of any party's business or any of the transactions contemplated by this Agreementbusinesses, product lines, properties or assets of the combined businesses, without the other party's prior written consent. (b) Each Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to 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 Agreement, the Mergers and the transactions contemplated by this Agreementother Transactions. The Seller and Each party hereto shall promptly inform the Purchaser further covenant and agree, 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 a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability any of the parties hereto Transactions, then such party shall endeavor in good faith to consummate make, or cause to be made, as soon as reasonably practicable and after consultation with the transactions contemplated by 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 AgreementAgreement or consummation of any of the Transactions, the applicable party shall and shall cause its Subsidiaries to use their best reasonable commercial efforts to prevent the entryeffect such transfers, enactment amendments or promulgation thereof, as the case may bemodifications. (c) Each party United Online, Juno and NetZero shall give file as soon as practicable notifications under the HSR Act and respond as promptly as practicable to any inquiries received from the 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 prompt notice Governmental Entity in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, United Online, Juno and NetZero shall each request early termination of the HSR Act waiting period. (id) Notwithstanding the occurrenceforegoing, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained nothing in this Agreement shall be deemed to require NetZero, NetZero Merger Sub, Juno, Juno Merger Sub or United Online to 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 seeking to prevent the consummation of any of the Transactions. (e) Juno and its board of directors shall, if any state takeover statute or similar statute becomes applicable to this Agreement, the Mergers or any other Transactions contemplated hereby or thereby, take all action reasonably necessary to ensure that the Mergers and the other Transactions contemplated by this Agreement may be untrue consummated as promptly as practicable on the terms contemplated hereby or inaccurate at or prior thereby and otherwise to minimize the Closing Date, and (ii) any failure effect of such party statute or regulation on this Agreement, the Mergers and the other Transactions contemplated hereby. (f) NetZero and its board of directors shall, if any state takeover statute or similar statute becomes applicable to comply with this Agreement, the Mergers or satisfy any covenantother Transactions contemplated hereby or thereby, condition or agreement take all action reasonably necessary to be complied with or satisfied by it hereunder; provided, however, ensure that the delivery Mergers and the other Transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby or thereby and otherwise to minimize the effect of any notice pursuant to such statute or regulation on this Section 5.1 shall not limit or otherwise affect Agreement, the remedies available hereunder to Mergers and the party receiving such noticeother Transactions contemplated hereby.

Reasonable Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each Each of the parties hereto agrees to shall use its reasonable 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 other parties in doing, all things necessary necessary, proper or advisable under this Agreement and applicable laws Laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement as promptly as practicable includingAgreement, but not limited to, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such reasonable actions as are necessary to obtain any requisite approvals, consents, ordersOrders, exemptions or waivers by any third party or Governmental Entity, including filings pursuant to the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice (and the preparation and filing, as soon as reasonably practicable, any form or report required by any other Governmental Entity relating to antitrust, competition, trade or other regulatory matters) and (ii) using reasonable efforts to cause the satisfaction of all conditions to Closing. Each of the parties hereto shall furnish to each other party such necessary or advisable information and reasonable assistance as such other party may reasonably request in order to consummate connection with the transactions contemplated by this Agreement. (b) Each party foregoing. In addition, each of the parties hereto shall promptly consult with the each other with respect to, provide any necessary information with respect to and provide the each 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 contemplated by this Agreement; provided, however, that nothing in this Section 6.5 shall require or be construed to require Parent to (x) offer or agree to enter into any agreements, including agreements to sell, license or otherwise dispose of, or hold separate or otherwise divest itself of, all or any portion of Parent’s businesses or assets or any portion of the businesses or assets of any of its Subsidiaries (or any of its Affiliates) or any portion of the businesses or assets of the Company or any of its Subsidiaries, or (y) agree to conduct its, its Subsidiaries’ or any of their Affiliates’ business in a specified manner or (z) provide any compensation, benefits or other consideration to Company employees except as set forth in Section 3.4. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. The Seller and the Purchaser further covenant and agree, If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, then such party will endeavor in good faith to use their best efforts make, or cause to prevent the entry, enactment or promulgation thereofbe made, as soon as reasonably practicable and after consultation with each 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 (or the case may be. (cSurviving Corporation’s) Each party shall give the other prompt notice of (i) the occurrence, operations or non-occurrence, to dispose of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeassets.

Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each of the parties hereto agrees to party will use its reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and make effective the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable includingall documentation to effect all necessary applications, but not limited tonotices, the preparation petitions, filings, and filing of other documents and to obtain as promptly as practicable all formsconsents, registrations waivers, licenses, orders, registrations, approvals, permits and notices required authorizations necessary or advisable to be filed obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and the (ii) taking of such actions all reasonable steps as are may be necessary to obtain any approvals, all such material consents, orderswaivers, exemptions or waivers necessary or advisable in order licenses, registrations, permits, authorizations, tax rulings, orders and approvals. The parties each shall keep the other apprised of the status of matters relating to consummate completion of the transactions contemplated by this Agreement. (b) Each party shall hereby, including promptly consult with furnishing the other with respect to, provide copies of notices or other communications received by it or any necessary information with respect to and provide the other copies of, all filings made by such party with of its Subsidiaries or affiliates from any Governmental Entity or any other information supplied by such third party to a Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreement. The Seller and the Purchaser further covenant and agree, with respect to a threatened the Merger or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability any of the parties hereto to consummate the other transactions contemplated by this Agreement, in each case, to use their best efforts to prevent the entry, enactment extent permitted by law or promulgation thereof, as regulation or any applicable confidentiality agreements existing on the case may bedate hereof. (cb) Each party Promptly following execution of this Agreement, STAR and WAXS shall give promptly prepare and file any required notifications with the United States Department of Justice and the Federal Trade Commission as required by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"). The parties shall cooperate with each other in connection with the preparation of such notifications and related matters, including sharing information concerning sales and ownership and such other information as may be needed to complete such notification, and providing a copy of such notifications to the other prompt notice of (i) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderfiling; provided, however, that WAXS and STAR shall have the delivery right to redact any dollar revenue information from the copies of any notice such notifications provided to the other parties. The parties shall keep all information about the other obtained in connection with the preparation of such notification confidential pursuant to this Section 5.1 the terms of the Confidentiality Agreement. Each Person shall not limit or otherwise affect pay the remedies available hereunder filing fee required under the regulations promulgated pursuant to the party receiving such noticeHSR Act with respect to its own filing thereunder.

Reasonable Efforts. (a) Upon the terms and subject Subject to the conditions of express limitations set forth in this Agreement, each of the parties hereto agrees to Seller and Purchaser shall use its their respective commercially reasonable 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 others in doing, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable including, but not limited to, the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any approvals, consents, orders, exemptions or waivers necessary or advisable in order to consummate the transactions contemplated by this Agreement. (b) Each party The parties shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly consult with furnishing the other party with respect to, provide copies of notices or other communications received from any necessary information third party and/or any Governmental Authority with respect to the transactions contemplated hereby, subject to any applicable confidentiality restrictions. Seller and Purchaser each shall promptly furnish to the other parties such necessary information and reasonable assistance as such other parties reasonably may request in connection with the foregoing and, subject to any applicable confidentiality restrictions, shall promptly provide the other party’s counsel with copies of, of all filings made by such party, and all correspondence between such party (and its advisors) with any Governmental Entity or Authority with respect to the transactions contemplated by this Agreement and (subject to any applicable confidentiality restrictions) any other information supplied by such party and its Affiliates to a Governmental Entity Authority in connection herewith and the transactions contemplated hereby; provided, however, that such party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other party as “outside counsel only” and materials may be redacted: (i) to remove references concerning the valuation of the Business and (ii) as necessary to comply with contractual obligations. Materials designated as for “outside counsel only” and the information contained therein shall be given only to the outside legal counsel of the other party and will not be disclosed by such outside counsel to employees, officers, directors or other representatives of the other party unless express written permission is obtained in advance from the disclosing party’s legal counsel. Seller and Purchaser each shall, subject to applicable Law, permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of such party in connection with, any proposed written communication to any Governmental Authority in connection with this Agreement and consummation of the transactions contemplated by this Agreement. The Neither Seller and the nor Purchaser further covenant and agreeshall participate in any substantive meeting or discussion, either in person or by telephone, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate any Governmental Authority in connection with the transactions contemplated by this AgreementAgreement unless it consults with the other parties in advance and, to use their best efforts the extent not prohibited by such Governmental Authority, give the other parties the opportunity to prevent the entry, enactment or promulgation thereof, as the case may beattend and participate. (c) Each party In connection with and without limiting Section 6.3(b), Purchaser and Seller shall, as promptly as practicable and in no event later than ten Business Days after the date of this Agreement, file a Premerger Notification and Report Form in accordance with the HSR Act and make any other necessary registrations, declarations, notices or filings, if any, necessary for completion of the transactions contemplated by this Agreement under any other federal, state or foreign Law designed to prohibit, restrict or regulation actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively “Antitrust Laws”). Purchase and Seller shall give the other prompt notice of cooperate and use their respective best efforts: (i) to secure the occurrence, expiration or non-occurrence, termination of any applicable waiting period under the HSR Act and any consents of any Governmental Authority any other applicable Antitrust Laws as promptly as practicable and in any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Outside Date, and ; (ii) to respond promptly to any failure requests of any Governmental Authority for information under any Antitrust Law and to resolve any objections asserted with respect to the transactions contemplated by this Agreement raised by any Governmental Authority, including any “second request” under the HSR Act. Notwithstanding the foregoing, or any other provision to the contrary in this Agreement, and except to the extent it elects to do so in its sole discretion, Purchaser shall not be obligated to sell or dispose of or hold separately (through a trust or otherwise) any assets or business of Purchaser or its Affiliates. Purchaser and Seller promptly shall inform the other of any written or oral communication received from any Governmental Authority relating to the transactions contemplated hereby (and, if in writing, furnish the other party with a copy of such communication, provided that if the party furnishing the copy designates it for outside counsel only, copies of the writing shall not be disseminated beyond outside counsel except with permission of the party furnishing the same), and shall consult and cooperate with each other, and consider in good faith the views of each other, in connection with any analyses, appearances, presentations, memoranda, briefs, responses, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act and any other Antitrust Law. Such cooperation shall include, but not be limited to, the parties: (x) providing, in the case of oral communications or meetings with a Governmental Authority, advance notice of any such communication or meeting and, whether or not initiated by a party, an opportunity for the other party to comply participate (if permitted by the Governmental Authority); and (y) providing, in the case of written communications, an opportunity for the other party to comment on any such communication (including the incorporation of such reasonable comments) and provide the other with a final copy of all such communications (other than documents or satisfy information that reveal any covenantparty’s negotiating objectives or strategies), condition or agreement to which shall, where applicable, be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeprovided under a joint defense agreement.

Reasonable Efforts. (a) Upon the terms and subject Subject to the conditions of this AgreementSection 6.6(c), each of the parties hereto agrees to shall use its all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement and the Shareholder Agreement as promptly as practicable including, but not limited to, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the Shareholder Agreement and the taking of such commercially reasonable actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers necessary by any third party or advisable in order Governmental Entity, including filings pursuant to consummate the transactions contemplated by this Agreement. HSR Act and (bii) using all reasonable efforts to cause the satisfaction of all conditions to Closing. Each party shall promptly consult with the other 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 or the Shareholder Agreement and the transactions contemplated by this Agreement or the Shareholder Agreement. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement or the Shareholder Agreement. If any party or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement or the Shareholder 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 (or the Surviving Corporation's) operations or to dispose of any assets. (c) Nothing in this Section 6.6 shall require, or be construed to require, Parent or any of its affiliates to proffer to, or agree to (i) license, sell, hold separate, discontinue or limit, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Company or any of their respective affiliates (or to consent to any license, sale, holding separate, or discontinuance or limitation by the Company of any of its assets or businesses) or (ii) agree to any conditions relating to, or changes or restriction in, the operations of any such asset or businesses which, in either case, could, in the judgment of the Board of Directors of Parent, materially and adversely impact the economic or business benefits to Parent of the transactions contemplated by this Agreement. The Seller and the Purchaser further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, to use their best efforts to prevent the entry, enactment or promulgation thereof, as the case may be. 35 (cd) Each party Parent shall give the other prompt notice of (i) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party Sub to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to its obligations under this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeAgreement.

Reasonable Efforts. (a) Upon Subject to Section 7.5(c), the terms Company and subject Parent shall, and shall use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the conditions of this AgreementMerger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, each any acquisition, business combination or other transaction) which would impair the ability of the parties hereto agrees to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use its all reasonable efforts to promptly take, or cause to be taken, all actions, other actions and to do, or cause to be done, all other things necessary necessary, proper or advisable under this Agreement appropriate to satisfy the conditions set forth in Article VIII (unless waived) and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as on the terms and conditions set forth herein (including seeking to remove promptly as practicable including, but not limited to, the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any approvals, consents, orders, exemptions or waivers necessary or advisable in order to consummate the transactions contemplated by this Agreement. (b) Each party shall promptly consult with the other with respect to, provide any necessary information with respect to and provide the other 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 by this Agreement. The Seller and the Purchaser further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order legal barrier that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, to use their best efforts to may prevent the entry, enactment or promulgation thereof, as the case may be. (c) Each party shall give the other prompt notice of (i) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderconsummation); provided, however, that nothing in this sentence shall prohibit the delivery Company from effecting the transactions contemplated by the ACC Agreement in accordance with its terms. Each party shall promptly notify the other party of any notice pursuant communication to this Section 5.1 that party from any Governmental Body in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any 35 40 divestiture or hold separate or similar transaction and each of the Company and its Subsidiaries shall not limit commit to, and shall use reasonable efforts to effect, such thereof (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 divest or hold separate or otherwise affect take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the remedies available hereunder 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, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company (or an effect on Parent and its Subsidiaries that, were such effect applied to the party receiving Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company). (b) The Company and its Subsidiaries shall use their reasonable best efforts (i) not to take any action (regardless of whether such noticeaction would otherwise be permitted or not prohibited hereunder) that, to the Company's knowledge based on consultation with its independent accountants (which consultation shall be required before the Company may use its lack of knowledge as a defense), prevents or would prevent Parent from accounting for the Merger as a pooling of interests and (ii) to take any action necessary to cure any action previously taken by or any condition relating to the Company or any of its Subsidiaries that, to the Company's knowledge based on consultation with its independent accountants (which consultation shall be required before the Company may use its lack of knowledge as a defense), prevents or would prevent Parent from accounting for the Merger as a pooling of interests, in each case unless Parent shall have irrevocably and unconditionally waived in writing the condition set forth in Section 8.2(e). (c) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prevent or restrict Parent and its Subsidiaries from engaging in any merger, acquisition, business combination or other transaction (whether or not Parent is the surviving corporation); provided that such merger, acquisition, business combination or other transaction would not (i) prevent, or delay beyond March 31, 1999, the ability of Parent to consummate the Merger or (ii) cause the Merger, or the merger contemplated by the ACC Agreement, to fail to qualify as a tax-free reorganization.

Reasonable Efforts. (a) Upon Subject to the terms and subject conditions provided in this Agreement and any other standards applicable to the conditions of this Agreementspecific obligations or actions contemplated hereby, each of the parties hereto agrees to shall use its reasonable best efforts to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable including, but not limited to, the preparation and filing of all forms, registrations and notices required to be filed Applicable Law to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary hereby, to obtain any all necessary waivers, consents and approvals, consentsto effect all necessary registrations and filings and to remove any injunctions or other legal or other impediments or delays, orders, exemptions or waivers necessary or advisable in order to consummate the transactions contemplated by this AgreementAgreement or the Registration Rights Agreement and secure to the parties hereto the benefits contemplated hereby and thereby. (b) Each party Promptly after the date of this Agreement, each of Parent and the Company will prepare and file pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties. Parent and the Company each shall promptly consult with supply the other with respect toany information which may be required in order to effectuate any required filings pursuant to this Section ‎5.6. Each of Parent and the Company shall, provide any necessary information with respect to and provide the other 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 the efforts referenced in this Agreement Section ‎5.6 to obtain all requisite approvals and the transactions contemplated by this Agreement. The Seller and the Purchaser further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate authorizations for the transactions contemplated by this Agreement, to use their best its commercially reasonable efforts to prevent (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the entryother party informed of any material communication received by such party from, enactment or promulgation thereofgiven by such party to, as any other governmental authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the case may betransactions contemplated hereby; and (iii) permit the other party to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, or any such other governmental authority or, in connection with any proceeding by a private party, with any other person. (c) Each party Notwithstanding anything to the contrary herein, Parent shall give not be required to agree to any divestiture by Parent, the other prompt notice Company or any of (i) Parent’s or the occurrenceCompany’s subsidiaries or affiliates of shares of capital stock or any business, assets or property, or non-occurrence, the imposition of any event limitation on the occurrence ability of any such persons to conduct their respective businesses or non-occurrence of which would be likely to cause any representation own or warranty exercise control of such party contained in this Agreement to be untrue or inaccurate at or assets, properties and stock either prior to or following the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticeMerger.

Reasonable Efforts. (a) Upon the terms and subject to the conditions of this AgreementAgreement and the terms of the Procedures Order and the Final Order as they are entered by the Court, each of the parties hereto agrees to use its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable practicable, including: (i) promptly making any requested submissions or responses to any formal or informal requests for additional information under the HSR Act with respect to the transactions contemplated by this Agreement, but not limited to, and cooperating with each other with respect to the preparation foregoing; (ii) the making of appropriate filings and such other actions reasonably necessary in connection with application(s) for entry of the Procedures Order and the Final Order; and (iii) preparing and filing of all other forms, registrations registrations, consents and notices required to be filed to consummate the transactions contemplated by this Agreement and Agreement. (b) Each party hereto shall promptly inform the taking other of such actions as are necessary to obtain any approvals, consents, orders, exemptions or waivers necessary or advisable in order to consummate communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. (b) , including any inquiries made of such party by the Federal Trade Commission or the Department of Justice in connection with any HSR Act filing. Each party shall promptly consult with the other with respect to, provide any necessary information with respect to and provide the other copies of, 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 or the transactions contemplated by this Agreement. The Seller and the Purchaser further covenant and agree, If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, to then such party will use their best its reasonable efforts to prevent the entrymake, enactment or promulgation thereofcause to be made, as the case may be. (c) Each party shall give soon as reasonably practicable and after consultation with the other prompt notice of (i) the occurrenceparty, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of an appropriate response in compliance with such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticerequest.

Reasonable Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each Each of the parties hereto to this Agreement agrees to use its reasonable efforts best efforts, and to cooperate with each other party hereto, to take, or cause to be taken, all actions, and appropriate action to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations Applicable Law or otherwise to consummate and make effective the transactions Transactions as promptly as practicable, including, subject to any applicable limitations set forth in this Section and other provisions of this Agreement, causing the satisfaction of the respective conditions set forth in ARTICLE VI (Conditions to Closing) and executing and delivering such other instruments and doing and performing such other acts and things as may be necessary or reasonably desirable for effecting the consummation of the Transactions. Without prejudice to the foregoing, as promptly as practicable after the date of this Agreement, if required by any Applicable Law, each of the parties hereto (i) shall file any required or recommended filings with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) in accordance with the HSR Act, and (ii) shall file an antitrust notification in any other jurisdiction if required by any other applicable Antitrust Law. Each of the parties hereto shall furnish promptly to the FTC, the Antitrust Division and any other requesting Governmental Entity any additional information reasonably requested by any of them pursuant to the HSR Act or any other Antitrust Laws in connection with such filings. Each party will notify the other promptly upon the receipt of any comments from any officials of any Governmental Entity in connection with any filings made pursuant to this subsection. To the extent permitted by Applicable Law, and subject to all applicable privileges (including the attorney-client privilege), each of the parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other Antitrust Law. Each of the parties hereto shall cooperate reasonably with each other in connection with the making of all such filings or responses. (b) Notwithstanding anything in this Agreement to the contrary (including the other provisions of this Section), if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as promptly as practicable includingviolative of any Antitrust Law, but it is expressly understood and agreed that: (i) Purchaser shall not limited to, the preparation and filing of all forms, registrations and notices required have any obligation to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain litigate or contest any approvals, consents, orders, exemptions administrative or waivers necessary or advisable in order to consummate the transactions contemplated by this Agreement. (b) Each party shall promptly consult with the other with respect to, provide any necessary information with respect to and provide the other copies of, all filings made by such party with any Governmental Entity judicial action or any decree, judgment, injunction or other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreement. The Seller and the Purchaser further covenant and agreeOrder, with respect to a threatened or pending whether temporary, preliminary or permanent injunction brought by or before an administrative tribunal, court or other ordersimilar tribunal or body; (ii) Purchaser shall be under no obligation to make proposals, decree execute or ruling carry out agreements or statutesubmit to orders providing for a Divestiture; and (iii) Seller may not conduct or agree to conduct a Divestiture without the prior written consent of Purchaser. “Divestiture” shall mean (1) the sale, rulelicense or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Purchaser or any of its Affiliates or the Purchased Assets, regulation (2) the imposition of any limitation or executive order that would adversely affect restriction on the ability of Purchaser or any of its Affiliates to freely conduct their businesses or own and operate the parties hereto to consummate the transactions contemplated by this Agreement, to use their best efforts to prevent the entry, enactment or promulgation thereof, as the case may be. (c) Each party shall give the other prompt notice of (i) the occurrencePurchased Assets, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii3) any failure of such party other action that would reasonably be expected to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticehave a Material Adverse Effect.

Reasonable Efforts. (a) Upon Prior to the Closing, upon the terms and subject to the conditions of this Agreement, each of the parties hereto agrees Parent, Merger Sub and Company agree to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and (subject to any applicable laws and regulations laws) to consummate the Merger and make effective the transactions contemplated by this Agreement Merger and the other Transactions as promptly as practicable including, but not limited to, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement 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 advisable any other covenant herein contained, in order connection with the receipt of any necessary approvals under the HSR Act, neither Company nor any Company Subsidiaries shall be entitled to consummate 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, Company or any Company Subsidiaries or any material portions thereof or any of the transactions contemplated by this Agreementbusinesses, product lines, properties or assets of Company or any of its Subsidiaries, without Parent's prior written consent (which may be withheld in Parent's sole and absolute discretion). (b) Each Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to 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 Agreement, the Merger and the transactions contemplated by this Agreementother Transactions. The Seller and Each party hereto shall promptly inform the Purchaser further covenant and agree, 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 a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability any of the parties hereto Transactions, then such party shall endeavor in good faith to consummate make, or cause to be made, as soon as reasonably practicable and after consultation with the transactions contemplated by 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 AgreementAgreement or consummation of any of the Transactions, Company shall and shall cause Company Subsidiaries to use their best efforts to prevent the entryeffect such transfers, enactment amendments or promulgation thereof, as the case may bemodifications. (c) Each party shall give Notwithstanding the other prompt notice of (i) the occurrenceforegoing, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained nothing in this Agreement shall be deemed to be untrue require Parent or inaccurate at or prior Merger Sub to commence any litigation against any entity in order to facilitate the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery consummation of any notice pursuant of the Transactions or to this Section 5.1 shall not limit or otherwise affect defend against any litigation brought by any Governmental Entity seeking to prevent the remedies available hereunder to consummation of any of the party receiving such noticeTransactions.

Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions of this AgreementAgreement and applicable law, each of the parties hereto agrees to shall act in good faith and use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement hereby as promptly soon as practicable includingpracticable, but not limited to, including such actions or things as the preparation and filing other party may reasonably request in order to cause any of all forms, registrations and notices required the conditions to be filed such other party's obligation to consummate the transactions contemplated by this Agreement to be fully satisfied. Without limiting the foregoing, the parties shall consult and the taking of such actions as are fully cooperate with and provide assistance to each other in obtaining all necessary to obtain any consents, approvals, consentswaivers, orderslicenses, exemptions permits, authorizations, registrations, qualifications or waivers other permissions or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, or advisable filing with any Governmental Entity as soon as reasonably practicable after filing. Prior to making any application or filing with any Governmental Entity or other person or entity in order to consummate the transactions contemplated by connection with this Agreement, each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts. (b) Each party As soon as practicable, but in any event no later than ten (10) business days after the date hereof, each of the parties shall promptly consult file any notification and report forms and related material required to be filed by it with the other with respect to, provide any necessary information Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act with respect to transactions contemplated hereby and provide shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of Buyer and Seller shall furnish to the other copies ofsuch information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, all filings made by such party with or agency proceedings by, any Governmental Entity under the HSR Act or any comparable laws of foreign jurisdictions, and each of Buyer and Seller shall keep the other promptly apprised of any communications with, and inquiries or requests for information supplied by from, such party to a Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreement. The Seller and the Purchaser further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, to use their best efforts to prevent the entry, enactment or promulgation thereof, as the case may beEntities. (c) Each party Notwithstanding the foregoing or any other covenant herein contained, the Company shall give the other prompt notice not be entitled or required to divest or hold separate or otherwise take or commit to take any action that limits Buyer's freedom of (i) the occurrenceaction with respect of, or non-occurrenceits ability to retain, the Company or any material portions thereof or any of any event the occurrence businesses, product lines, properties or non-occurrence assets of which would be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or the Company without Buyer's prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticewritten consent.

Reasonable Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto agrees to use its all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary necessary, proper or advisable under this Agreement and applicable laws Laws and regulations to consummate and make effective the transactions contemplated by in this Agreement as promptly as practicable practicable, including, but not limited to, to the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by in this Agreement and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers necessary by any third party or advisable in order Governmental Entity and the satisfaction of all conditions to consummate the transactions contemplated by this Agreement. (b) Closing. Each party shall promptly consult with the other with respect to, provide any necessary information not subject to legal privilege 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 contemplated by in this Agreement. The Seller Each party shall cooperate with the other in obtaining from all Governmental Entities and other Persons all consents, contractual agreements and other documents relating to such Governmental Entities or other Persons referred to herein. (b) Each party hereto shall promptly inform the Purchaser further covenant and agree, other of any communication from any Governmental Entity or other Person regarding any of the transactions contemplated in this Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity or Person with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by in this Agreement, then such party will endeavor in good faith to use their best efforts make, or cause to prevent the entry, enactment or promulgation thereofbe made, as the case may be. (c) Each party shall give soon as reasonably practicable and after consultation with the other prompt notice of (i) the occurrenceparty, or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of an appropriate response in compliance with such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticerequest.