Common use of Reasonable Efforts Clause in Contracts

Reasonable Efforts. Subject to the terms and conditions of this Agreement, Buyer and ASFC will use their reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. Buyer and ASFC will promptly, and in any event within 30 days of the date hereof, prepare and file all applications, notices, consents and other documents necessary or advisable to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3, respectively, promptly file all supplements or amendments thereto and use reasonable efforts to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 as promptly as practicable. Buyer and ASFC will provide each other and their counsel the opportunity to review in advance and comment on all such filings. Buyer and ASFC will keep each other informed of the status of matters relating to obtaining the regulatory approvals specified in Schedule 4.3 and Schedule 3.3. ASFC and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, each of the parties will (i) promptly take all actions necessary to make the filings required of Buyer and ASFC or their respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates or Subsidiaries from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, (iii) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general and (iv) request early termination of the waiting period under the HSR Act.

Reasonable Efforts. Subject to Upon the terms and subject to the conditions herein provided, Buyer, on the one hand, and each of this Agreementthe Sellers and each of the Purchased Entities, Buyer on the other hand, shall (and ASFC will each Seller shall cause the Purchased Entities and the Sellers that are Subsidiaries of such Seller, and Parent shall cause its Subsidiaries to) use their its respective reasonable best 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 hereto in doing, all things reasonably necessary necessary, proper or desirable advisable under applicable laws Laws and regulations to ensure that the conditions set forth in this Agreement are satisfied and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and the Related Documents, including, without limitation, the following: (a) Buyer, on the one hand, and each of the Sellers and each of the Purchased Entities, on the other hand, shall (and each Seller shall cause the Purchased Entities and the Sellers that are Subsidiaries of such Seller, and Parent shall cause its Subsidiaries to) use its reasonable best efforts (including, in the case of the Sellers, petitioning the Bankruptcy Court pursuant to Sections 363 and 365 of the Bankruptcy Code) to obtain, at its own expense, any and all approvals, authorizations, consents and other actions by Governmental Entities, administrative agencies, courts and other Persons necessary or appropriate (above and beyond the entry of the Sale Order) for such party to consummate the transactions contemplated hereby. Without limiting the generality of the foregoing, each Seller shall (and Parent shall cause its Subsidiaries to) use its reasonable best efforts, considering the operation, force and effect of the Sale Order in authorizing such transfers, to obtain, at its own expense, any approvals, authorizations, consents and other actions by all parties necessary for the Sellers or Parent’s Subsidiaries to transfer to Buyer, as applicable, and Buyer to receive, all Securities and all other assets associated with the Business which are Acquired Assets; (b) Each of the Sellers and each of the Purchased Entities shall (and each Seller shall cause the Purchased Entities and the Sellers that are Subsidiaries of such Seller, and Parent shall cause its Subsidiaries to) take all actions, including appropriate service and notice of pleadings, in form and substance reasonably satisfactory to Buyer, needed to obtain a Sale Order that authorizes, orders and effects a sale of all of the Securities and the other Acquired Assets free and clear of all Liens and Excluded Liabilities, and the other orders contemplated herein; (c) The Subject Entities shall (and Parent shall cause its Subsidiaries to) (1) take all necessary or appropriate corporate actions (including, without limitation, obtaining any required affirmative vote or written consent of directors) to authorize the execution and delivery of this Agreement and all documents to be executed or delivered by it pursuant hereto or in connection herewith, as appropriate, and the performance of its obligations here and there under; and (2) deliver to Buyer copies of all such corporate actions, which shall be certified by its secretary, as soon as practicable after the date hereof; (d) Parent or the Sellers, as the case may be, shall notify, as required by the Bankruptcy Code and all rules promulgated thereunder, all parties entitled to notice of all motions, notices and orders referenced in this Agreement, as modified by any orders issued by the Bankruptcy Court. Parent or the Sellers, as the case may be, shall timely notify all parties to the Assumed Contracts and Assumed IP Licenses of the Cure Amounts for each such contract or license, so as to enable any such party to object to the proposed Cure Amounts and the Bankruptcy Court to determine such amounts prior to the Closing; (e) Each Seller shall (and Parent shall cause its Subsidiaries to) cooperate fully, following entry of the Sale Order approving the sale of the Acquired Assets to Buyer or its designee, in the arrangements for the transfer of the Acquired Assets from the Sellers to Buyer in an orderly fashion, free and clear of and from any and all Liens and Excluded Liabilities and otherwise in accordance with the terms, provisions and conditions of this Agreement and all other agreements, documents and instruments executed and/or delivered in connection herewith, including to the extent reasonably practical, entering into any ancillary insolvency, restructuring or similar proceedings in any relevant non-U.S. jurisdiction; provided, however, that it shall be a condition to the commencement of an insolvency, restructuring or similar proceeding of any Seller organized in a jurisdiction outside the United States that Buyer shall have (a) entered into an agreement with Sellers providing for compensation to Sellers reasonable under the circumstances for any delay or incremental expense or liability resulting from such proceeding and (b) indemnified the directors of such entity against any liability resulting from such proceeding; and (f) Without limiting the generality of the foregoing, the parties hereto shall furnish to each other such necessary information and reasonable assistance, as each may request in connection with each Seller’s preparation and filing of applications and motion papers, including the Sale Motion needed to obtain Bankruptcy Court approval of the transactions contemplated by this Agreement. Buyer and ASFC will promptly, and in shall execute any event within 30 days of the date hereof, prepare and file all applications, notices, consents and other documents additional instruments necessary or advisable to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3, respectively, promptly file all supplements or amendments thereto and use reasonable efforts to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 as promptly as practicable. Buyer and ASFC will provide each other and their counsel the opportunity to review in advance and comment on all such filings. Buyer and ASFC will keep each other informed of the status of matters relating to obtaining the regulatory approvals specified in Schedule 4.3 and Schedule 3.3. ASFC and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. In addition to and not in limitation of hereby, whether before or after the foregoing, each of the parties will (i) promptly take all actions necessary to make the filings required of Buyer and ASFC or their respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates or Subsidiaries from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, (iii) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general and (iv) request early termination of the waiting period under the HSR ActClosing.

Reasonable Efforts. Subject to the terms and conditions of this AgreementAgreement and applicable Law, Buyer each of the parties shall, and ASFC will the Stockholders shall use their reasonable efforts to takecause UGC and its Subsidiaries and their respective employees and representatives to, use their respective commercially reasonable efforts to take or cause to be taken, taken all actions and to do, do or cause to be done, done all things reasonably necessary necessary, proper or desirable under applicable laws advisable to consummate and regulations make effective the transactions contemplated by this Agreement as soon as reasonably practicable, including such actions or things as any other party may reasonably request in order to cause any of the conditions to such party's obligation to consummate the transactions contemplated by this AgreementAgreement to be satisfied. Buyer and ASFC will promptly, and in any event within 30 days Without limiting the generality of the date hereofforegoing, prepare and file all applications, notices, consents and other documents necessary or advisable to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3, respectively, promptly file all supplements or amendments thereto and Stockholders shall use reasonable efforts to obtain the regulatory approvals specified in Schedule 4.3 cause UGC and Schedule 3.3 as promptly as practicable. Buyer and ASFC will provide each other its Subsidiaries and their counsel respective employees and representatives to: (a) consult and fully cooperate with and provide reasonable assistance to Liberty and its representatives in determining what consents, approvals, authorizations, permits, licenses and waivers of, notices to and Filings with any Governmental Entity or other Person are required in order to satisfy the opportunity conditions set forth in Section 5.3(b); and (b) give all notices to, make all Filings with and use commercially reasonable efforts to review obtain all consents, approvals, authorizations, permits, licenses and waivers from any Governmental Entity or other Person referred to in advance clause (a) above and comment on all the Required Liberty Consents and consult and fully cooperate with, provide necessary information to and provide reasonable assistance to Liberty and its representatives in taking any of such filingsactions required of Liberty. Buyer The parties shall, and ASFC will the Stockholders shall use their reasonable efforts to cause UGC and its Subsidiaries to, keep each other informed apprised of the status of matters relating any communications with, and any inquiries or requests for additional information from, any Governmental Entity or other Person and shall use commercially reasonable efforts to obtaining comply promptly with any inquiry or request and provide any supplemental information requested in connection with the regulatory approvals specified Filings made or required to be made hereunder. Prior to making any application to or Filing with any Governmental Entity or other Person in Schedule 4.3 connection with this Agreement, each party shall, and Schedule 3.3the Stockholders shall use their reasonable efforts to cause UGC and its Subsidiaries to, provide each party hereto with drafts thereof and a reasonable opportunity to comment on such drafts. ASFC The parties will, and Buyer agree the Stockholders shall use their reasonable efforts to execute cause UGC and deliver such other documentsits Subsidiaries to, certificates, agreements cooperate with and other writings and assist one another in any challenge by any Person of the applicability to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. In addition to and not in limitation Agreement of the foregoingany state takeover Law (or similar Laws of any other jurisdiction) and, each of the parties if any additional steps are necessary, will (i) promptly take all actions necessary reasonable steps to make exempt the filings required of Buyer and ASFC or their respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates or Subsidiaries from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, (iii) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters transactions contemplated by this Agreement commenced by either from any applicable state takeover Law or similar Law of any other jurisdiction. Notwithstanding the FTC foregoing, nothing contained herein shall require any party, any of their respective Affiliates, UGC or the Antitrust Division or state attorneys general and (iv) request early termination any UGC Subsidiary to agree to any Onerous Conditions. Each of the waiting period under parties shall, and the HSR ActStockholders shall use their reasonable efforts to cause UGC and its Subsidiaries to, give each party prompt written notice of any proposal or action by any Governmental Entity or other Person to impose an Onerous Condition.

Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement, Buyer the Company and ASFC will Parent shall use their reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or desirable under applicable laws and regulations other Third Party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement. Buyer The Company and ASFC will promptlyParent shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and in any event within 30 days of the date hereof, prepare its advisors prior to filing. The Company and file all applications, notices, consents and other documents necessary or advisable to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3, respectively, promptly file all supplements or amendments thereto and Parent shall use their respective reasonable efforts to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 as promptly as practicable. Buyer and ASFC will provide furnish to each other all information required for any application or other filing to be made pursuant to the rules and their counsel the opportunity to review regulations of any Applicable Law in advance and comment on all such filings. Buyer and ASFC will keep each other informed of the status of matters relating to obtaining the regulatory approvals specified in Schedule 4.3 and Schedule 3.3. ASFC and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously connection with the transactions contemplated by this Agreement. . (b) In addition to furtherance and not in limitation of the foregoing, each of the parties will (i) promptly take all actions necessary to Parent shall make the filings required of Buyer appropriate filings, and ASFC or their respective Affiliates or Subsidiaries pay the applicable filing fees, pursuant to Applicable Competition Laws with respect to the transactions contemplated hereby as promptly as practicable (and with respect to any applicable pre-merger notification requirements under the HSR Act, (iiwithin 10 Business Days of the date of this Agreement) comply at the earliest and shall supply as promptly as practicable date with any request for additional information received by and documentary material that may be requested pursuant to such Applicable Competition Laws and use reasonable efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under those Applicable Competition Laws as soon as practicable, and the Company shall cooperate with all reasonable requests of Parent in connection with such filings, supply of information and materials, and other actions. (c) Each of Parent and the Company shall (i) promptly notify the other party hereto of any material written or oral communication to that party or its Affiliates from any Governmental Authority, and of any Proceeding of any Governmental Authority commenced or, to its knowledge, threatened against, relating to or Subsidiaries from involving that party or its Affiliates, (ii) keep the Federal Trade Commission (the "FTC") other party reasonably informed of any substantive meeting or discussion with any Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Acttransactions contemplated hereby, (iii) cooperate with subject to all applicable privileges, including the attorney-client privilege, furnish the other party in connection with such party's filings under copies of all material correspondence, filings, and communications (and memoranda setting forth the HSR Act substance thereof) between them and in connection with resolving their Affiliates and their respective Representatives, on the one hand, and any investigation Governmental Authority or other inquiry concerning the Merger or members of their respective staffs, on the other matters contemplated by hand, in each case referred to in the foregoing clauses (i) through (iii) concerning this Agreement commenced by either and the FTC or the Antitrust Division or state attorneys general transactions contemplated hereby, and (iv) request early termination promptly notify the other party of any fact, circumstance, change or effect that could reasonably be expected to prevent the consummation of the waiting period under Merger. (d) Notwithstanding anything to the HSR Actcontrary herein, nothing in this Section 8.01 shall require Parent or any of its Subsidiaries to, nor shall the Company or any of its Subsidiaries without the prior written consent of Parent agree or offer to: (i) effect any divestiture of, or hold separate (including by establishing a trust or otherwise), or agree to restrict its ownership or operation of, any business or assets of the Company or its Subsidiaries or of Parent or its Subsidiaries, or to enter into any settlement or consent decree, or agree to any undertaking, with respect to any business or assets of the Company or its Subsidiaries or of Parent or its Subsidiaries, (ii) enter into, amend or agree to enter into or amend, any Contracts of the Company or its Subsidiaries or of Parent or its Subsidiaries, (iii) otherwise waive, abandon or alter any material rights or obligations of the Company or its Subsidiaries or of Parent or its Subsidiaries or (iv) file or defend any lawsuit or legal proceeding, appeal any judgment or contest any injunction issued in a Proceeding initiated by a Governmental Authority. (e) To the extent required as a result of the issuance of Parent Stock pursuant to Section 2.02(k), Parent shall cause a meeting of its stockholders (the “Parent Stockholder Meeting”) to be duly called and held for the purpose of voting on the approval of the issuance of Parent Stock in connection with the Merger (the “Parent Stockholder Approval”). In such event, the Board of Directors of Parent shall (i) recommend approval of the issuance of Parent Stock in connection with the Merger, (ii) use its reasonable best efforts to obtain the Parent Stockholder Approval and (iii) otherwise comply with all legal requirements applicable to such meeting.

Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement, Buyer and ASFC subject at all times to each Party and its directors’ right and duty to act in a manner consistent with their fiduciary duties, each Party will use their its reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary necessary, proper or desirable advisable under applicable laws and regulations Laws promptly to consummate the Merger and the other transactions contemplated by this Agreement. Buyer , including preparing, executing and ASFC will promptly, and in any event within 30 days of the date hereof, prepare and file filing promptly all applications, documentation to effect all necessary notices, consents reports and other documents filings and to obtain promptly all consents, registrations, approvals, permits and authorizations necessary or advisable to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3, respectively, promptly file all supplements or amendments thereto and use reasonable efforts to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 as promptly as practicable. Buyer and ASFC will provide each other and their counsel the opportunity to review in advance and comment on all such filings. Buyer and ASFC will keep each other informed of the status of matters relating to obtaining the regulatory approvals specified in Schedule 4.3 and Schedule 3.3. ASFC and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable obtained from any third party and/or Governmental Entity in order to consummate or implement expeditiously the Merger and the other transactions contemplated by this Agreement. In addition to furtherance and not in limitation of the foregoing, to the extent applicable, each Party hereto agrees to promptly provide to each relevant Governmental Entity with jurisdiction over enforcement of the parties will any applicable antitrust or competition Laws (“Governmental Antitrust Entity”) non-privileged information and documents (i) promptly take all actions necessary to make the filings required of Buyer and ASFC requested by any Governmental Antitrust Entity or their respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information received by such party that are necessary, proper or its Affiliates or Subsidiaries from the Federal Trade Commission (the "FTC") or the Antitrust Division advisable to permit consummation of the Department transactions contemplated by this Agreement, and use its reasonable efforts to take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 6.4 to cause the expiration or termination of Justice the applicable waiting periods, or receipt of required authorizations, as applicable, under all applicable antitrust Laws as soon as practicable. (b) In furtherance and not in limitation of the "Antitrust Division") pursuant covenants of the Parties contained in Section 6.4(a), each of Parent and the Company shall use its reasonable efforts to resolve such objections if any, as may be asserted by any applicable Governmental Entity or other person with respect to the HSR Act, (iii) cooperate transactions contemplated hereby under any antitrust Law. In connection with the other party in connection with such foregoing, if any administrative or judicial action or proceeding, including any action or proceeding by a private party's filings under the HSR Act and in connection with resolving , is instituted (or threatened to be instituted) challenging any investigation or other inquiry concerning the Merger or the other matters transaction contemplated by this Agreement commenced as violative of any antitrust Law, each of Parent and the Company shall cooperate with each other to contest and resist any such action or proceeding and to use their reasonable efforts to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by either the FTC this Agreement, so long as such actions by Parent or the Antitrust Division Company do not have, and are not reasonably likely to have, individually or state attorneys general in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect; provided, however, that the Company may expressly condition any such actions and (iv) request early termination any agreement to take any such actions upon the consummation of the waiting period under Merger and the HSR Actother transactions contemplated hereby.

Reasonable Efforts. Subject to (a) On the terms and subject to the conditions of this Agreement, Buyer and ASFC will each party shall use their its reasonable efforts to takecause the Closing to occur; provided, however, that nothing in this Agreement shall obligate the Acquirer to provide any of its, its Affiliates’ or cause their control persons’ or direct or indirect equityholders’ nonpublic, proprietary, personal or otherwise confidential information which relates to the persons that control the Investors or to limited partners and similar investors in investment funds managed by such Investors. (b) Each of the Company and the Acquirer shall as promptly as practicable, but in no event later than five Business Days following the execution and delivery of this Agreement, 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. Any such notification and report form and supplemental information shall be takenin substantial compliance with the requirements of the HSR Act. The Company and the Acquirer shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act. The Company and the Acquirer shall keep each other apprised of the status of any communications with, all actions and any inquiries or requests for additional information from, the FTC and the DOJ and shall comply promptly with any such inquiry or request and shall promptly provide any supplemental information requested in connection with the filings made hereunder pursuant to do, or cause the HSR Act. Any such supplemental information shall be in substantial compliance with the requirements of the HSR Act. Each party shall use its reasonable efforts to be done, all things reasonably necessary or desirable obtain any clearance required under applicable laws and regulations to consummate the HSR Act for the consummation of the transactions contemplated by this Agreement. Buyer and ASFC will promptly, and in Notwithstanding any event within 30 days covenants of the date hereofparties set forth herein, prepare none of the parties hereto will be required to take any action requiring, or enter into any settlement, undertaking, condition, consent decree, stipulation or other agreement with any Governmental Authority that requires such party or any of its Subsidiaries or Affiliates to (x) hold separate (in trust or otherwise), divest itself or otherwise rearrange the composition of any assets, businesses or interests of such party or any of its Subsidiaries or Affiliates or imposes any limitations on such person’s freedom of action with respect to future acquisitions of assets or with respect to any existing or future business or activities or on the enjoyment of the full rights of ownership, possession and file all applications, notices, consents use of any asset now owned or hereafter acquired by any such person (including any securities of the Company and the voting and other documents necessary or advisable rights related to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3ownership thereof), respectively, promptly file all supplements or amendments thereto and use reasonable efforts to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 as promptly as practicable. Buyer and ASFC will provide each other and their counsel the opportunity to review in advance and comment on all such filings. Buyer and ASFC will keep each other informed of the status of matters relating to obtaining the regulatory approvals specified in Schedule 4.3 and Schedule 3.3. ASFC and Buyer (y) agree to execute and deliver such any other documents, certificates, agreements and other writings and conditions or requirements or to take such any other actions as may that are adverse or burdensome or would reasonably be necessary or desirable expected to adversely affect such person, in order to consummate satisfy any objection of any Governmental Authority or implement expeditiously any other person or (z) incur any material financial obligation imposed by any Governmental Authority. (c) Each party shall use its reasonable efforts (at its own expense) to obtain, and to cooperate in obtaining, all consents from third parties necessary or appropriate to permit the transactions contemplated by this Agreement. In addition to and not in limitation consummation of the foregoingAcquisition; provided, each of however, that the parties will shall not be required to pay or commit to pay any amount to (ior incur any obligation in favor of) promptly take all actions necessary to make the filings any person from whom any such consent may be required of Buyer and ASFC (other than nominal filing or their respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates or Subsidiaries from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, (iii) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general and (iv) request early termination of the waiting period under the HSR Actapplication fees).

Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement, Buyer Company and ASFC will Parent shall use their reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary necessary, proper or desirable advisable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. Buyer , including (i) preparing and ASFC will promptly, and in filing as promptly as practicable with any event within 30 days of the date hereof, prepare and file Governmental Authority or other third party all applicationsdocumentation to effect all necessary filings, notices, consents petitions, statements, registrations, submissions of information, applications and other documents necessary documents, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority that are necessary, proper or advisable to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3, respectively, promptly file all supplements or amendments thereto and use reasonable efforts to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 as promptly as practicable. Buyer and ASFC will provide each other and their counsel the opportunity to review in advance and comment on all such filings. Buyer and ASFC will keep each other informed of the status of matters relating to obtaining the regulatory approvals specified in Schedule 4.3 and Schedule 3.3. ASFC and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Agreement and (iii) using all reasonable efforts to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby and using all reasonable efforts to defend any litigation seeking to enjoin, prevent or delay the consummation of the transactions contemplated hereby or seeking material damages in connection with this Agreement or the transactions contemplated hereby. (b) In addition to furtherance and not in limitation of the foregoing, each of the parties will (i) promptly take all actions necessary to Parent and the Company shall make the filings required an appropriate filing of Buyer a Notification and ASFC or their respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates or Subsidiaries from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") Report Form pursuant to the HSR Act, (iii) cooperate Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten Business Days after the date of this Agreement 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 party in connection with such party's filings actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and in connection with resolving any investigation or other inquiry concerning (ii) Parent, Merger Subsidiary and the Merger or Company shall use reasonable efforts to satisfy the other matters conditions to such party's obligations to consummate the transactions contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general and (iv) request early termination of the waiting period under the HSR ActAgreement.

Reasonable Efforts. Subject to (a) Seller and Buyer shall each reasonably cooperate with the terms other and conditions of this Agreement, Buyer and ASFC will use their respective commercially reasonable efforts to take, (i) take or cause to be takentaken all necessary actions, all actions and to do, do or cause to be donedone all things, necessary, proper or advisable under this Agreement and Applicable Laws to consummate and make effective the transactions contemplated by this Agreement as soon as reasonably practicable, including, without limitation, preparing and filing promptly all things documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtain or transfer as soon as reasonably necessary practicable all approvals, clearances, Consents, registrations, permits, authorizations and other confirmations required to be obtained from any other Person necessary, proper or desirable under applicable laws and regulations advisable to consummate the transactions contemplated by this Agreement. , provided that, except as expressly provided in Section 5.6 or this Section 7.1, neither Buyer and ASFC will promptlynor any of its Affiliates shall be required to make any payments, and in commence litigation or make any event within 30 days of the date hereof, prepare and file all applications, notices, consents and other documents necessary or advisable to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3, respectively, promptly file all supplements or amendments thereto and use reasonable efforts to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 as promptly as practicable. Buyer and ASFC will provide each other and their counsel the opportunity to review in advance and comment on all such filings. Buyer and ASFC will keep each other informed of the status of matters relating to obtaining the regulatory approvals specified in Schedule 4.3 and Schedule 3.3. ASFC and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable undertaking in order to consummate or implement expeditiously obtain any such approvals, clearances, Consents, registrations, permits, authorizations and other confirmations. (b) Without limiting the transactions contemplated by this Agreement. In addition to and not in limitation generality of the foregoing, each of the parties will Seller and Buyer shall as promptly as practicable, (i) promptly take all actions necessary but in no event later than ten (10) Business Days following the date of this Agreement, file or cause to make be filed with the filings United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form required of Buyer and ASFC or their respective Affiliates or Subsidiaries under for the transactions contemplated hereby pursuant to the HSR Act, (ii) file or cause to be filed with the Commissioner under the Competition Act such filings as may be required or agreed to by the parties for the transactions contemplated hereby pursuant to the Competition Act, including an application for an advance ruling certificate under section 102 of the Competition Act and a notification under section 114 of the Competition Act, and (iii) make such other filings as are necessary in other jurisdictions in order to comply at with all Applicable Laws. Any such filing, notification and report form shall be in substantial compliance with the earliest practicable date requirements of the HSR Act, the Competition Act or such other Applicable Law. Each of Seller and Buyer shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any request filing or submission that is necessary under the HSR Act, the Competition Act or such other Applicable Law. Each of Seller and Buyer shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information received by such party or its Affiliates or Subsidiaries from from, the Federal Trade Commission (FTC, the "FTC") or DOJ, the Antitrust Division of Commissioner under the Department of Justice (Competition Act and any other applicable Governmental Authority and shall take reasonable best efforts to promptly provide any supplemental information reasonably requested in connection with the "Antitrust Division") filings made hereunder pursuant to the HSR Act, (iii) cooperate the Competition Act or such other Applicable Law. Any such supplemental information shall be in substantial compliance with the requirements of the HSR Act, the Competition Act or such other Applicable Law. Each party shall provide the other party (or its external counsel in connection respect of competitively sensitive, privileged, or confidential matters) with reasonable opportunity to review and comment on all filings, applications and submissions under the HSR Act, the Competition Act or such other Applicable Law. Neither Buyer nor Seller shall engage in any meetings or material communications with any Governmental Authority other than in the ordinary course, without counsel for the other party being advised of the same, and in any event shall promptly notify and provide copies to the other party's filings ’s counsel of any communications to or from a Governmental Authority in relation to the Agreement. Buyer and Seller shall use their commercially reasonable efforts to avoid or eliminate each and every impediment under the HSR Act, the Competition Act or such other Applicable Law that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing to occur as soon as reasonably possible. If it is reasonably necessary to institute any action or proceeding to obtain any approval under the HSR Act, the Competition Act or such other Applicable Law for the transactions contemplated hereby, or if any action or proceeding is instituted by a Governmental Authority challenging the transactions contemplated hereby as violative of the HSR Act, the Competition Act or such other Applicable Law, Buyer and Seller shall use their respective commercially reasonable efforts to institute or defend any such action or proceeding; provided that Buyer shall have the sole right to direct and control the defense of such action or proceeding with counsel of its own choosing, and Seller may, at its own expense, participate therein with counsel of its own choosing and Seller and Buyer agree to reasonably cooperate with each other with respect thereto. (c) Buyer shall not be required to (i) commit to or effect, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, product lines or assets relating to Buyer’s or its Affiliates’ business or the Business, the Included Assets, the Transferred Facilities, the real property and/or improvements, as applicable, leased pursuant to the Transferred Leases, the Included Liabilities or the Products, or (ii) otherwise take or commit to take actions that after the Effective Time would limit Buyer’s freedom of action with respect to, or its ability to retain, one or more of the businesses, product lines or assets of Buyer and its Affiliates or the Business, the Included Assets, the Transferred Facilities, the real property and/or improvements, as applicable, leased pursuant to the Transferred Leases, the Included Liabilities or the Products, except as provided in the following two sentences. Notwithstanding anything to the contrary in this Agreement, solely to the extent required by an applicable Governmental Authority in order to resolve any objection under the HSR Act asserted by such Governmental Authority with respect to the transactions contemplated hereby and to enable the Closing to occur by the End Date (as may be extended in accordance with Section 9.1(b)), Buyer shall, and shall cause its Affiliates, to use its reasonable best efforts to hold separate or divest, at its election, either (x) the Applicable Business Brand or (y) the Applicable Buyer Brand, provided, however, that if Buyer elects the divestiture of the Applicable Buyer Brand, in no event shall Buyer or its Affiliates be required to hold separate or divest itself of the Trademark listed on Schedule 7.1(c), but, to the extent required, Buyer or its applicable Affiliates shall enter into a transitional trademark license agreement on terms reasonably acceptable to Buyer, pursuant to which Buyer or its applicable Affiliates shall license such Trademark listed on Schedule 7.1(c) to the purchaser of the Applicable Buyer Brand on a transitional basis not to exceed five (5) years. In connection with resolving such holding separate or divestiture of the Applicable Business Brand or the Applicable Buyer Brand, Buyer shall also hold separate or divest, if required, the product lines (i.e., stock keeping units (SKUs)) relating to such Applicable Business Brand or Applicable Buyer Brand, as applicable, the goodwill exclusively relating to such brand, the recipes relating to such SKUs, and any investigation existing inventory of such SKUs, and shall, if required, enter into co-manufacturing agreements, intellectual property licenses (solely for use in such business) and transition services arrangements, in each case, on terms reasonably acceptable to Buyer, but shall not otherwise be required to divest or hold separate any tangible or other inquiry concerning assets (including know-how and patents). In the Merger event that Buyer is required to divest the Applicable Business Brand or Applicable Buyer Brand pursuant to the other matters contemplated by preceding sentence, unless a Buyer Acquisition has occurred, Seller agrees to pay Buyer the Antitrust Loss-Sharing Amount on the later of (I) the Closing Date and (II) the date of consummation of such divestiture. (d) For the avoidance of doubt, Buyer and its Affiliates may enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition), subject to the following sentence. Notwithstanding the foregoing, in the event that Buyer or its Affiliates acquire a Person engaged in a Competitive Activity during the period from the date of this Agreement commenced by either through the FTC or earlier of the Antitrust Division or state attorneys general Closing Date and (iv) request early the termination of this Agreement (a “Buyer Acquisition”), solely to the waiting period extent required by an applicable Governmental Authority in order to resolve any objection under the HSR ActAct asserted by such Governmental Authority with respect to the transactions contemplated hereby and to enable the Closing to occur by the End Date (as may be extended in accordance with Section 9.1(b)), Buyer shall, or shall cause its applicable Affiliates, to use best efforts to hold separate and/or divest the portion of the business of such acquired Person engaged in the Competitive Activities. In addition, if Buyer enters into an agreement with respect to a Buyer Acquisition between the date of this Agreement and the Closing Date, the Antitrust Loss-Sharing Amount shall no longer apply.

Reasonable Efforts. Subject to (a) On the terms and subject to the conditions of this Agreement, Buyer and ASFC will each party shall use their its reasonable efforts to takecause the Closing to occur, including taking all reasonable actions necessary to comply promptly with all legal requirements that may be imposed on it. (b) Each of the Company and the Acquirer shall as promptly as practicable, but in no event later than five Business Days following the execution and delivery of this Agreement, 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. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. The Company and the Acquirer shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or cause submission that is necessary under the HSR Act. The Company and the Acquirer 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 and shall promptly provide any supplemental information requested in connection with the filings made hereunder pursuant to the HSR Act. Any such supplemental information shall be taken, all actions and in substantial compliance with the requirements of the HSR Act. Each party shall use its reasonable efforts to do, or cause to be done, all things reasonably necessary or desirable obtain any clearance required under applicable laws and regulations to consummate the HSR Act for the consummation of the transactions contemplated by this Agreement. Buyer and ASFC will promptly, and in Notwithstanding any event within 30 days covenants of the date hereofparties set forth herein, prepare none of the parties hereto will be required to take any action requiring, or enter into any settlement, undertaking, condition, consent decree, stipulation or other agreement with any Governmental Authority that requires such party or any of its Subsidiaries or Affiliates to (x) hold separate (in trust or otherwise), divest itself or otherwise rearrange the composition of any assets, businesses or interests of such party or any of its Subsidiaries or Affiliates or imposes any limitations on such person’s freedom of action with respect to future acquisitions of assets or with respect to any existing or future business or activities or on the enjoyment of the full rights of ownership, possession and file all applications, notices, consents use of any asset now owned or hereafter acquired by any such person (including any securities of the Company and the voting and other documents necessary or advisable rights related to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3ownership thereof), respectively, promptly file all supplements or amendments thereto and use reasonable efforts to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 as promptly as practicable. Buyer and ASFC will provide each other and their counsel the opportunity to review in advance and comment on all such filings. Buyer and ASFC will keep each other informed of the status of matters relating to obtaining the regulatory approvals specified in Schedule 4.3 and Schedule 3.3. ASFC and Buyer (y) agree to execute and deliver such any other documents, certificates, agreements and other writings and conditions or requirements or to take such any other actions as may that are adverse or burdensome or would reasonably be necessary or desirable expected to adversely affect such person, in order to consummate satisfy any objection of any Governmental Authority or implement expeditiously any other person or (z) incur any material financial obligation imposed by any Governmental Authority. (c) Each party shall use its reasonable efforts (at its own expense) to obtain, and to cooperate in obtaining, all consents from third parties necessary or appropriate to permit the transactions contemplated by this Agreement. In addition to and not in limitation consummation of the foregoingAcquisition; provided, each of however, that the parties will shall not be required to pay or commit to pay any amount to (ior incur any obligation in favor of) promptly take all actions necessary to make the filings any person from whom any such consent may be required of Buyer and ASFC (other than nominal filing or their respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates or Subsidiaries from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, (iii) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general and (iv) request early termination of the waiting period under the HSR Actapplication fees).

Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement, Buyer and ASFC each party will use their reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary necessary, proper or desirable advisable under applicable laws Laws and regulations to consummate the Transaction and the other transactions contemplated by this Agreement. Buyer and ASFC will promptly, and in any event within 30 days of Agreement as soon as practicable after the date hereof, prepare including (i) preparing and file filing as promptly as practicable all documentation to effect all necessary applications, notices, consents petitions, filings, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or advisable to obtain be obtained from any third party and/or any Governmental Entity in order to consummate the regulatory approvals specified in Schedule 4.3 Transaction or any of the other transactions contemplated by this Agreement and Schedule 3.3, respectively, promptly file (ii) taking all supplements or amendments thereto and use reasonable efforts steps as may be necessary to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 as promptly as practicable. Buyer and ASFC will provide each other and their counsel the opportunity to review in advance and comment on all such filingsmaterial consents (including the Note Holders Consent), waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. Buyer and ASFC will The parties each shall keep each the other informed apprised of the status of matters relating to obtaining completion of the regulatory approvals specified in Schedule 4.3 and Schedule 3.3. ASFC and Buyer agree transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by it or any of its Subsidiaries or affiliates from any Governmental Entity or third party with respect to execute and deliver such the Transaction or any of the other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement, in each case, to the extent permitted by law or regulation or any applicable confidentiality agreements existing on the date hereof. (b) The parties shall promptly prepare and file any required notifications with the DOJ and the FTC as required by the HSR Act and with any non-U.S. Governmental Entity as required by European Union antitrust Laws. In addition 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 not providing a copy of such notifications to the other prior to filing; provided, that WAXS and LDI shall have the right to redact any dollar revenue information from the copies of such notifications provided to the other parties. The parties shall keep all information about the other obtained in limitation connection with the preparation of such notification confidential pursuant to the terms of the foregoing, each of the parties will (iConfidentiality Agreement. WAXS shall pay any filing fee(s) promptly take all actions necessary to make the filings required of Buyer and ASFC or their respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates or Subsidiaries from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") regulations promulgated pursuant to the HSR Act, Act with respect to the notification for which WAXS or LDI is the "Acquiring Person" (iii) cooperate with as defined in the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general and (iv) request early termination of the waiting period under regulations promulgated to the HSR Act).

Reasonable Efforts. Subject to As promptly as practicable after the terms and conditions date hereof, but in no event later than 30 days after the date of this Agreement, Buyer Parent will form Merger Sub and, immediately thereafter, will cause Merger Sub to execute and ASFC will deliver to the Bank the joinder to this Agreement in the form of Exhibit C hereto (the “Joinder”). Parent shall, and except where otherwise stated shall cause Merger Sub to, (i) with respect to Parent only, prepare and file all necessary applications with the Applicable Banking Authorities; (ii) take all reasonable action to aid and assist in the consummation of the Merger and the transactions contemplated hereby; (iii) use their reasonable efforts to take, take or cause to be takentaken all other actions necessary, proper or advisable to consummate the matters contemplated by this Agreement, including such actions as are necessary, proper or advisable in connection with filing applications or notices with, or obtaining approvals from, all actions regulatory authorities having jurisdiction over the matters contemplated by this Agreement and the Merger, including any notices required to dobe filed with the Applicable Banking Authorities; (iv) deliver to the Bank, prior to filing, drafts of such governmental applications and notices and promptly deliver to the Bank, after such filing, a complete copy of such filings; and (v) use reasonable efforts to obtain or cause to be done, obtained consents of all things reasonably third parties necessary or desirable under applicable laws to permit Parent and regulations Merger Sub to consummate the transactions contemplated herein, including, without limitation, those listed on Schedule 4.13. All documents that Parent or Merger Sub are responsible for filing with any regulatory or governmental agency in connection with the Merger will comply in all material respects with the provisions of applicable law. Parent will promptly notify the Bank of any oral or written notice or action of any regulatory agency, and provide the Bank with a copy of any written communication sent by any regulatory agency, concerning or affecting the transactions contemplated by this Agreement. Buyer and ASFC will promptly, and in any event within 30 days of the date hereof, prepare and file all applications, notices, consents and other documents necessary or advisable to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3, respectively, promptly file all supplements or amendments thereto and use reasonable efforts to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 as promptly as practicable. Buyer and ASFC will provide each other and their counsel the opportunity to review in advance and comment on all such filings. Buyer and ASFC will keep each other informed of the status of matters relating to obtaining the regulatory approvals specified in Schedule 4.3 and Schedule 3.3. ASFC and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, each of the parties will (i) promptly take all actions necessary to make the filings required of Buyer and ASFC or their respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates or Subsidiaries from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, (iii) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general and (iv) request early termination of the waiting period under the HSR Act.

Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions herein provided, each of this Agreement, Buyer and ASFC will the parties hereto agrees to use their all reasonable efforts to take, or cause to be taken, all actions and action to do, or cause to be done, and to assist and cooperate with the other party hereto in doing or causing to be done, all things reasonably necessary necessary, proper or desirable under applicable laws and regulations advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. Buyer and ASFC will promptly, including, but not limited to, (i) the actions set forth in Article III hereof, (ii) the obtaining of all Governmental Approvals, and in any event within 30 days of the date hereofall other necessary actions or nonactions, prepare and file all applications, noticeswaivers, consents and approvals from all appropriate Governmental Entities and other documents Persons and the making of all necessary or advisable to obtain registrations and filings, (iii) the regulatory approvals specified in Schedule 4.3 resolution of all organizational and Schedule 3.3, respectively, promptly file all supplements or amendments thereto and use reasonable efforts to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 as promptly as practicable. Buyer and ASFC will provide each other and their counsel the opportunity to review in advance and comment on all such filings. Buyer and ASFC will keep each other informed of the status of matters human resources issues relating to the transactions contemplated hereby, (iv) the obtaining the regulatory approvals specified in Schedule 4.3 and Schedule 3.3. ASFC and Buyer agree to execute and deliver such other documentsor making of all Consents, certificatesEnvironmental Permits, agreements and other writings and to take such other actions as may be Filings or Licenses necessary or desirable in order to consummate or implement expeditiously ensure that the transactions contemplated by this Agreement. In addition to and not in limitation Business of the foregoing, Surviving Company may be conducted without disruption consistent with the past practice of each of the parties and (v) the defending of any Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, the defense of which shall, at the request of either Allied or Nationwide, be conducted jointly by Nationwide and Allied on a basis that is reasonably satisfactory to both Allied and Nationwide. Nothing set forth in this Section 6.3 shall limit or affect actions permitted to be taken pursuant to Section 6.9. (b) Nationwide covenants that it will submit the Form A regulatory applications for Allied, Allied Group and Allied Life simultaneously, and will amend its current Form A filing for Allied Group to include supplemental Form A filings for Allied and Allied Life, shall use its reasonable best efforts to (i) promptly take all actions necessary to make conduct the filings required regulatory hearing and approval process concurrently for each of Buyer Allied, Allied Group and ASFC or their respective Affiliates or Subsidiaries under the HSR ActAllied Life, (ii) comply at the earliest practicable date seek concurrent regulatory approvals for Nationwide's transactions with any request for additional information received by such party or its Affiliates or Subsidiaries from the Federal Trade Commission (the "FTC") or the Antitrust Division each of the Department of Justice (the "Antitrust Division") pursuant to the HSR ActAllied, Allied Group and Allied Life, and (iii) conduct the regulatory approval process in a manner so as to protect the policyholder interests of each of Allied and Nationwide. Both Allied and Nationwide agree to use their respective reasonable best efforts to coordinate and cooperate with during the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general and (iv) request early termination of the waiting period under the HSR Actregulatory approval process.

Reasonable Efforts. Subject to (a) Each member of the terms Seller Group and conditions of this AgreementBuyer shall cooperate, Buyer and ASFC will use their its reasonable commercial efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things reasonably necessary necessary, proper or desirable advisable under applicable laws and regulations Law to consummate the transactions contemplated by this Agreement. (b) As soon as practicable after the date hereof, Seller shall, at its expense (except as set forth below), cause to be prepared all financial information of the Business required by the United States Securities and Exchange Commission (the “SEC”) to be filed by Buyer following the Closing as part of a Current Report on Form 8-K (the “Form 8-K”) (including the preparation of audited financial statements, if necessary) and the pro forma financial information of the Business with respect to the transactions contemplated by this Agreement (the “Audited and Other Required Financial Information”). The cost of preparation of any required audited financial statements shall be borne by the Seller; provided, however, that to the extent the cost of preparation of such audited financial statements exceeds $500,000, Seller and Buyer shall split any such excess costs up to $1,500,000, such that Buyer shall be responsible for up to a maximum of $500,000 in costs associated with such audit. Any costs beyond $1,500,000 shall be borne by Seller. Seller hereby represents that all the information necessary to permit Buyer to comply with its obligations pursuant to Form 8-K will be made available in a timely manner to enable Buyer to satisfy its public reporting obligations under applicable law. (c) Buyer and Seller shall cooperate and use good faith efforts to promptly obtain a waiver from the SEC limiting the time period and scope of the audit set forth in subsection (b) above. Buyer and ASFC Seller shall agree upon the form of request to be submitted to the SEC. (d) Buyer and its advisors will promptlyapprise Seller of any concerns regarding the conduct, and in any event scope or outcome of the audit required pursuant to subsection (b) above that they have as of the date hereof within 30 five business days of the date hereof, prepare and file all applications, notices, consents and other documents necessary or advisable to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3, respectively, promptly file all supplements or amendments thereto and use reasonable efforts to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 as promptly as practicable. Buyer and ASFC will provide each other and their counsel the opportunity to review in advance and comment on all such filings. Buyer and ASFC will keep each other informed of the status of matters relating to obtaining the regulatory approvals specified in Schedule 4.3 and Schedule 3.3. ASFC and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, each of the parties will (i) promptly take all actions necessary to make the filings required of Buyer and ASFC or their respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates or Subsidiaries from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, (iii) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general and (iv) request early termination of the waiting period under the HSR Act.

Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement, Buyer and ASFC each party will use their 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 reasonably necessary necessary, proper or desirable under applicable laws and regulations advisable to consummate and make effective the Merger and the other transactions contemplated by this Agreement. Buyer and ASFC will promptly, and in any event within 30 days of including the Alternative Merger Structure, if implemented, as soon as practicable after the date hereof, prepare including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions to closing to be satisfied as promptly as practicable; (ii) preparing and file filing as promptly as practicable all documentation to obtain all necessary applications, notices, consents petitions, filings, tax ruling requests and other documents documents; (iii) the obtaining as promptly as practicable of all consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary or advisable to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3, respectively, promptly file all supplements or amendments thereto and use reasonable efforts to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 as promptly as practicable. Buyer and ASFC will provide each other and their counsel the opportunity to review in advance and comment on all such filings. Buyer and ASFC will keep each other informed of the status of matters relating to obtaining the regulatory approvals specified in Schedule 4.3 and Schedule 3.3. ASFC and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable obtained from any third party and/or any Governmental Entity in order to consummate the Merger or implement expeditiously any of the other transactions contemplated by this Agreement. , including the Alternative Merger Structure, if implemented; and (iv) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, tax rulings, orders and approvals. (b) In addition to furtherance and not in limitation of the foregoingclause (a) of this Section 5.3, each of the parties will (i) promptly take all actions necessary party hereto agrees to make the filings required an appropriate filing of Buyer a pre-merger Notification and ASFC or their respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates or Subsidiaries from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") Report Form pursuant to the HSR Act, (iii) cooperate Act with respect to the transactions contemplated hereby as promptly as practicable after 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 party in connection with such party's filings actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Agreement shall require any of Dianon and its Subsidiaries or UroCor or its Subsidiaries to sell, hold separate or otherwise dispose of or conduct its business in connection with resolving any investigation a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct its business in a specified manner, or permit the sale, holding separate or other inquiry concerning the Merger disposition of, any assets of Dianon or its Subsidiaries or UroCor or its Subsidiaries or the other matters contemplated by this Agreement commenced by either the FTC Surviving Corporation or the Antitrust Division conduct of its business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or state attorneys general and (iv) request early termination of the waiting period under the HSR Actany other Person or for any other reason.

Reasonable Efforts. Subject (a) If any objections are raised or asserted with respect to the terms and conditions transactions contemplated hereby under the HSR Act or any other applicable Competition Laws or if any action is instituted (or threatened to be instituted) by any Governmental Authority challenging the transactions contemplated hereby as being in violation of this Agreementthe HSR Act or any other applicable Competition Laws or which would otherwise prevent, Buyer and ASFC will impede or delay the consummation of the transactions contemplated hereby, the Parties shall use their commercially reasonable efforts to take, resolve any such objections or cause actions so as to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations to consummate permit consummation of the transactions contemplated by hereby as soon as reasonably practicable; provided that, and notwithstanding anything to the contrary set forth herein, no Party shall be required to enter into any agreements or commitments or take any other actions to resolve any such objections or actions if such agreement, commitment or other action would reasonably be expected, individually or in the aggregate, to (i) prevent consummation of the transactions contemplated hereby, (ii) result in the transactions contemplated hereby being rescinded following the Execution Date, (iii) limit or otherwise adversely affect the right of PARTNER to be granted the licenses and other rights contemplated under this Agreement or the Penn Sublicense Agreement, or (iv) require or compel PARTNER or any Affiliate of PARTNER to (A) divest, dispose of, license or hold separate any portion of the businesses, operations, assets or product lines of PARTNER or its Affiliates (or a combination of the respective businesses, operations, assets or product lines of PARTNER and its Affiliates), (B) restrict, prohibit or limit the ability of PARTNER or any of its Affiliates to conduct their business or own their assets, or (C) impose limitations on the ability of PARTNER or any of its Affiliates to exercise the licenses or other rights granted to PARTNER or any of its Affiliates as contemplated under this Agreement or the Penn Sublicense Agreement. Buyer and ASFC will promptlyNotwithstanding the foregoing or any other provision of this Agreement to the contrary, and in no event shall PARTNER or any event within 30 days of its Affiliates be obligated to (I) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or (II) litigate or participate in the litigation of any action, whether judicial or administrative, brought by any Governmental Authority challenging or seeking to restrain, prohibit or place conditions on the consummation of the date hereof, prepare transactions contemplated hereby or the ownership or operation by PARTNER or any of its Affiliates of all or any portion of their respective businesses as presently conducted and file all applications, notices, consents and other documents necessary or advisable as currently proposed to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3, respectively, promptly file all supplements or amendments thereto and be conducted. (b) The Parties agree to use reasonable efforts to obtain consult and cooperate with one another, and consider in good faith the regulatory approvals specified views of one another, in Schedule 4.3 connection with any analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and Schedule 3.3 as promptly as practicableproposals made by or on behalf of either Party before any Governmental Authority or the staff or regulators of any Governmental Authority in connection with the transactions contemplated hereby. Buyer and ASFC will Each Party shall use reasonable efforts to give sufficient notice to the other Party hereto with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority in order to provide each the other and their counsel Party with the opportunity to review attend and participate in advance and comment on all such filingsmeeting, discussion, appearance or contact. Buyer and ASFC will keep each other informed of the status of matters relating to obtaining the regulatory approvals specified Nothing in Schedule 4.3 and Schedule 3.3. ASFC and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, each of the parties will Section 2.2.2(b) shall require (i) promptly take all actions necessary either Party to make the filings required furnish copies of Buyer and ASFC or their its respective Affiliates or Subsidiaries filing under the HSR ActAct to the other Party, (ii) comply at the earliest practicable date with either Party to provide any request for additional information received by such party Confidential Information contained in any other filing under applicable Competition Laws, or its Affiliates or Subsidiaries from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, (iii) cooperate with either Party to provide access to, or disclose any information to, the other party Party or any of its Affiliates if such access or disclosure, in connection with the good faith reasonable belief of such party's filings under Party, (x) would cause significant competitive harm to such Party if the HSR Act and activities contemplated hereby are not consummated, (y) would result in connection with resolving the waiver of any investigation legal privilege, or other inquiry concerning the Merger (z) would be in violation of Applicable Laws or the other matters contemplated by this Agreement commenced by provisions of any agreement to which either the FTC or the Antitrust Division or state attorneys general and (iv) request early termination of the waiting period under the HSR ActParty is a party.

Reasonable Efforts. Subject to the terms and conditions of this Agreement, Buyer and ASFC will CWI shall use their its commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things reasonably necessary necessary, proper or desirable advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. Buyer Agreement including, without limitation, (i) assisting Intellicell with the prompt preparation and ASFC will promptly, and in any event within 30 days filing with the SEC of the date hereof, prepare and file all applications, notices, consents and other documents necessary or advisable to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3, respectively, promptly file all supplements or amendments thereto and use reasonable efforts to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 as promptly as practicable. Buyer and ASFC will provide each other and their counsel the opportunity to review in advance and comment on all Proxy Statement; (ii) assisting Intellicell with such filings. Buyer and ASFC will keep each other informed of the status of matters relating to obtaining the regulatory approvals specified in Schedule 4.3 and Schedule 3.3. ASFC and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order required to consummate or implement expeditiously have the transactions contemplated Proxy Statement cleared by this Agreement. In addition the SEC as promptly as prac-ticable, including by consulting with Intellicell as to and not in limitation of the foregoing, each of the parties will (i) promptly take all actions necessary to make the filings required of Buyer and ASFC or their respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the earliest practicable date any SEC comments with any request for additional information received by such party or its Affiliates or Subsidiaries from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, respect thereto; (iii) cooperate assisting Intellicell with the other party such actions as may be required to be taken under applicable state securities or Blue Sky laws in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning issuance of the Merger or the other matters shares of Intellicell Common Stock contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general hereby; and (iv) request early the preparation and filing of all other forms, registrations and notices required to be filed to consummate the transactions contemplated hereby and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions, and waivers by any public or private third parties. Intellicell shall reimburse CWI for reasonable out-of-pocket expenses incurred by CWI in assisting Intellicell with any filings required to be made by Intellicell, provided that Intellicell's obligations to reimburse CWI under this Section 5.1(l) and under Section 10.1 shall not exceed in the aggregate $25,000, or 50% of the cost to CWI to obtain the audited financial statements to be prepared by its independent public accountants for the Proxy Statement and to satisfy SEC regulations, whichever is less, and except that no such reimbursement shall be required if Intellicell terminates this Agreement due to CWI's breach of any of its covenants under this Agreement or CWI's failure to satisfy any condition precedent for the benefit of Intellicell by no later than October 30, 1999. Intellicell's reimbursement of CWI's costs will, subject to CWI's delivery of verification of such costs, be made to CWI within 15 days after the last to occur of (i) the date of termination of the waiting transaction or the Closing Date (as the case may be) and (ii) the receipt of Xxxxxxxxxx, Melvoin & Xxxxxxx'x statement for services with respect to the certified audit for the three year period under ended September 30, 1998. In this regard, Intellicell agrees that it also shall be responsible for all SEC filing fees in connection with the HSR ActProxy Statement.

Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement, Buyer and ASFC will each party shall use their reasonable efforts to take, or cause to be taken, all actions and to donecessary, proper or cause to be done, all things reasonably necessary or desirable advisable under applicable laws and regulations Applicable Law to consummate the transactions contemplated hereby. The parties shall cooperate with one another (i) in promptly 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 (ii) subject to the terms and conditions of this Agreement, in promptly taking such actions or making any such filings (including obtaining authorizations, consents, orders or approvals of, or making declarations or filings with, any Governmental Agency required to be obtained or filed, as the case may be), furnishing information required in connection therewith and seeking to obtain in a timely fashion any such actions, consents, approvals or waivers. (b) Notwithstanding the prior paragraph, each party hereto shall use its reasonable efforts to obtain any clearance required under applicable competition, antitrust or foreign investment laws or regulations (including approvals under the HSR Act and Council Regulation (EEC) No. 4069/89) or such other Applicable Law for the consummation of the transactions contemplated hereby; provided, however, that, for purposes of this Section 5.4(b), “reasonable efforts” shall not include (i) any obligation on the part of Buyer to agree to (A) any prohibition or limitation on the ownership or operation by Buyer and any of its Subsidiaries of any material portion of the business or assets of Buyer and its affiliates or the Companies and their Subsidiaries; (B) dispose of or hold separate any material portion of the business or assets of Buyer and its affiliates or the Companies and their Subsidiaries; (C) any limitations on the ability of Buyer to acquire or hold, or exercise full rights of ownership of Stock representing ownership in a material portion of the business or assets of the Companies and their Subsidiaries, including the right to vote such Stock on all matters properly presented to the holders of such Stock; or (D) any prohibition or limitation on Buyer or any of its Subsidiaries from controlling in any material respect any material portion of the business or operations of the Companies and their Subsidiaries; or (ii) any obligation on the part of Buyer to litigate Proceedings by any Governmental Agency (A) seeking to prohibit or limit the ownership or operation by Buyer or any of its Subsidiaries of any portion of the business or assets of Buyer, the Companies or any of their Subsidiaries, or to compel Buyer, the Companies or any of their Subsidiaries to dispose of or hold separate any portion of the business or assets of Buyer, the Company or any of their Subsidiaries, in each case as a result of the consummation of the transactions contemplated hereby; (B) seeking to impose limitations on ability of Buyer to acquire or hold, or exercise full rights of ownership of, any of the Stock, including the right to vote the Stock on all matters properly presented to the holders of the Stock; or (C) seeking to prohibit Buyer or any of its Subsidiaries from effectively controlling in any material respect the business or operations of the Companies or any of their Subsidiaries. (c) Notwithstanding anything to the contrary contained in this Section 5.4, Buyer and, if required under Applicable Law, Seller, shall, within five (5) Business Days (i) after the date of this Agreement, submit (A) two (2) separate and independent applications to the Australian Foreign Investment Review Board (the “FIRB”), the first for the approval of the transfer of the Bxxxx Xxxxx Food Overseas Stock and the second for the approval of the transfer of the Stock of the Australian Companies and (B) a filing pursuant to the HSR Act and (ii) of receiving from Parent all of the information reasonably required therefor, make all other filings (other than those required in the preceding clause (i)) required under applicable competition, antitrust or foreign investment law or regulations for approval of the consummations of the transactions contemplated hereby (“Other Filings”). Buyer and ASFC will promptly, and in any event within 30 days of the date hereof, prepare and file all applications, notices, consents and other documents necessary or advisable Seller shall use their reasonable efforts to obtain the regulatory FIRB approval and all other approvals specified or consents in Schedule 4.3 respect of the Other Filings of the transfers as soon as practicable, including taking all actions and Schedule 3.3providing all such information as the FIRB or other Governmental Agencies, respectivelyin respect of the Other Filings, promptly file all supplements or amendments thereto and may require in connection with such applications. (d) Notwithstanding anything to the contrary contained in this Section 5.4, Parent will use reasonable efforts to obtain a confirmation from the regulatory approvals specified ASX to the effect that Parent is not required to obtain the approval of its shareholders under Chapter 11 of the ASX Listing Rules to consummate the sale of the Stock as contemplated hereby. If, despite such reasonable efforts, the ASX determines that Parent requires the approval by its shareholders in Schedule 4.3 accordance with Chapter 11 of the ASX Listing Rules (the “Resolution”) to consummate the sale of the Stock, Parent shall: (i) prepare a draft of the notice convening a meeting of its shareholders to vote on the Resolution together with any accompanying explanatory materials as soon as reasonably practicable and Schedule 3.3 provide Buyer and its advisers a draft and reasonable opportunity to review and comment on the draft, such comments to be taken into reasonable account by Parent; (ii) convene a meeting of its shareholders in accordance with applicable ASX requirements as promptly soon as practicablereasonably practicable after the date of this Agreement; and (iii) use its reasonable efforts to procure that the Parent board of directors recommends that shareholders of Parent vote in favor of the Resolution for the sale of the Stock as contemplated hereby. Buyer and ASFC will Parent shall cooperate with one another regarding, and Buyer shall provide such information as Parent reasonably requests in connection with, Parent’s preparation, and filing with ASX and any Governmental Agency, to the extent required pursuant to Applicable Law, of any documents or other materials required to convene a meeting of its shareholders in accordance with clause (i) above. (e) Prior to the Closing and for a period of twelve (12) months thereafter, each party hereto shall, and shall cause its affiliates to, use reasonable efforts (at its own expense) to cause the assignment, transfer, conveyance or delivery of, or obtain and to cooperate in obtaining, all consents from third parties necessary to assign, transfer, convey or deliver to the Companies or their Subsidiaries, as the case may be, any Contract or asset actually used solely in the operation and conduct of the Companies’ or their Subsidiaries’ business as of the date of this Agreement, as the case may be, and which neither the Companies nor their Subsidiaries owns or leases or to which neither the Companies nor their Subsidiaries are parties as of the date of this Agreement, including the assets and Contracts set forth in Section 5.4(e) of the Parent Disclosure Schedule; provided, however, that the parties shall not be required to pay or 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 hereto shall, and shall cause each of its affiliates to, assign, transfer, convey and deliver to the Companies or their Subsidiaries, as the case may be, any assets owned by Sellers or any of its affiliates (other than the Companies or their Subsidiaries) and actually used primarily in the operation and conduct of the Companies’ and their counsel the opportunity to review in advance and comment on all such filings. Buyer and ASFC will keep each other informed Subsidiaries’ business as of the status date of matters relating this Agreement and not owned by the Companies or their Subsidiaries as of the date of this Agreement. Additionally, prior to obtaining the regulatory approvals specified in Schedule 4.3 Closing and Schedule 3.3. ASFC for a period of 12 months thereafter, Sellers shall, and Buyer agree shall cause their affiliates to, upon the reasonable request of Buyer, use reasonable efforts (at its own expense) to execute and deliver such other documentsobtain, certificates, agreements and other writings and to take such other actions cooperate in obtaining, all consents from third parties necessary under any Material Contract as may be necessary or desirable in order to consummate or implement expeditiously a result of the consummation of the transactions contemplated hereby; provided, however, that Sellers and their affiliates shall not be required to pay or 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). (f) Sellers shall not, nor shall any of them authorize or permit any shareholder, affiliate, officer, director or employee of or investment banker, attorney, accountant or other Representative retained by any of them to, (i) directly or indirectly solicit, initiate or knowingly encourage any Competing Proposal or (ii) enter into any Contract with respect to any Competing Proposal prior to eighteen (18) months from the date of this Agreement. In addition to and not in limitation of Without limiting the foregoing, each it is understood that any violation of the parties will (irestrictions set forth in the preceding sentence by any officer of any Seller or any shareholder, affiliate, investment banker, attorney or Representative retained by any Seller, whether or not such person is purporting to act on behalf of such Seller or otherwise, shall be deemed to be a breach of this Section 5.4(f) promptly take all actions necessary to make the filings required of Buyer and ASFC or their respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates or Subsidiaries from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, (iii) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general and (iv) request early termination of the waiting period under the HSR ActSeller.

Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement, Buyer Company and ASFC will Parent shall use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary necessary, proper or desirable advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including, without limitation, (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement. Buyer and ASFC will promptly, and in any event within 30 days of the date hereof, prepare and file (iii) using all applications, notices, consents and other documents necessary or advisable to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3, respectively, promptly file all supplements or amendments thereto and use reasonable efforts to obtain lift or rescind any injunction or restraining order or other order adversely affecting the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 as promptly as practicable. Buyer and ASFC will provide each other and their counsel the opportunity to review in advance and comment on all such filings. Buyer and ASFC will keep each other informed ability of the status of matters relating to obtaining the regulatory approvals specified in Schedule 4.3 and Schedule 3.3. ASFC and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order parties to consummate or implement expeditiously the transactions contemplated by hereby and using all reasonable efforts to defend any litigation seeking to enjoin, prevent or delay the consummation of the transactions contemplated hereby or seeking material damages in connection with this Agreement or the transactions contemplated hereby and (iv) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purpose of, this Agreement. . (b) In addition to furtherance and not in limitation of the foregoing, each of the parties will (i) promptly take all actions necessary to Parent and Company shall make the filings required an appropriate filing of Buyer a Notification and ASFC or their respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates or Subsidiaries from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") Report Form pursuant to the HSR Act, (iii) cooperate Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten Business Days after the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR 103 Act and to take all other party in connection with such party's filings actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and as soon as practicable. (c) Prior to making any application to or filing with a Governmental Authority or other entity in connection with resolving any investigation or this Agreement (other inquiry concerning than the Merger or Notification and Report Form pursuant to the HSR Act ), each party shall provide the other matters contemplated by this Agreement commenced by either party with drafts thereof and afford the FTC or the Antitrust Division or state attorneys general and (iv) request early termination of the waiting period under the HSR Actother party a reasonable opportunity to comment on such drafts.

Reasonable Efforts. Subject to the terms (a) JAMtv, Merger Sub and conditions of this Agreement, Buyer and ASFC will Tunes shall each use their its reasonable efforts to take, or effect the transactions contemplated hereby and to fulfill and cause to be takenfulfilled the conditions to Closing under this Agreement. Tunes shall take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on Tunes with respect to the Merger and will promptly cooperate with and furnish information to JAMtv in connection with any such requirements imposed upon JAMtv, Merger Sub or any other subsidiary of JAMtv in connection with the Merger. Tunes shall take all reasonable actions to obtain (and to docooperate with JAMtv and its subsidiaries in obtaining) any consent, authorization, order or approval of, or cause any exemption by, any governmental entity, required to be doneobtained or made by Tunes (or by JAMtv or its subsidiaries) in connection with the Merger or the taking of any action contemplated thereby, by this Agreement or by the Merger Agreement, and to defend all things reasonably necessary lawsuits or desirable under applicable laws other legal proceedings challenging this Agreement or the Merger Agreement or the consummation of the transactions contemplated hereby and regulations thereby, to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby and thereby, and to effect all necessary registrations and filings and submissions or information required by any Governmental Entity, and to fulfill all conditions to this Agreement. Buyer . (b) Each of JAMtv and ASFC will promptly, and in any event within 30 days of the date hereof, prepare and file all applications, notices, consents and other documents necessary or advisable to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3, respectively, promptly file all supplements or amendments thereto and use reasonable efforts to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 as promptly as practicable. Buyer and ASFC will provide each other and their counsel the opportunity to review in advance and comment on all such filings. Buyer and ASFC will keep each other informed of the status of matters relating to obtaining the regulatory approvals specified in Schedule 4.3 and Schedule 3.3. ASFC and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, each of the parties will (i) promptly Merger Sub shall take all reasonable actions necessary to make the filings required of Buyer and ASFC or their respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the earliest practicable date promptly with any request for additional information received by such party or its Affiliates or Subsidiaries from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant all legal requirements which may be imposed on them with respect to the HSR Act, (iii) Merger and will promptly cooperate with the other party and furnish information to Tunes in connection with any such party's filings under the HSR Act and requirement imposed upon Tunes in connection with resolving the Merger. JAMtv and Merger Sub shall take all reasonable actions to obtain (and to cooperate with Tunes in obtaining) and consent, authorization, order or approval of, or exemption by, any investigation Governmental Entity required to be obtained or other inquiry concerning made by JAMtv or any of its subsidiaries (or by Tunes) in connection with the Merger or the other matters taking of any action contemplated by this Agreement commenced or by either the FTC or the Antitrust Division or state attorneys general and (iv) request early termination Merger Agreement, consummation of the waiting period under transactions contemplated hereby and by the HSR ActMerger Agreement, to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transaction contemplated hereby and by the Merger Agreement, and to effect all necessary registrations and filings and submissions of information requested by any Governmental Entity, and to fulfill all conditions to this Agreement.

Reasonable Efforts. Subject to (a) On the terms and subject to the conditions of this Agreementhereof, Buyer each party hereto shall cooperate with the other and ASFC will use their all reasonable efforts to take, or perform its obligations hereunder in a manner as will cause the Closing to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. Buyer and ASFC will promptly, and in any event within 30 days of occur as promptly as practicable after the date hereof, prepare including taking all reasonable actions necessary to comply promptly with all legal requirements that may be imposed on it or any of its Affiliates with respect to the Closing (it being understood that the failure of the Closing to occur shall not constitute a breach or default hereunder by any party acting reasonably and file in good faith in this context). (b) Before the Closing each party hereto shall, and shall cause its Affiliates to, use all applications, notices, consents and other documents necessary or advisable to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3, respectively, promptly file all supplements or amendments thereto and use commercially reasonable efforts to obtain or file, and to cooperate in obtaining or filing, all Consents from and all Filings with, third parties that are necessary or appropriate to permit the regulatory approvals specified consummation of the Transactions (including all Consents and Filings contemplated by Section 6.01 (Conditions to Each Party’s Obligations)); provided, however, that no party hereto shall be required to pay or commit to pay any amount to (or incur any obligation in Schedule 4.3 favor of) any Person from whom any such Consent may be required (other than customary filing fees payable to Governmental Entities, nominal filing or application fees payable to other third parties, and Schedule 3.3 consent fees of any third party that are not material in amount). (c) The parties hereto shall use all reasonable efforts to obtain, as promptly as practicable. Buyer practicable following the date hereof, all Consents required in connection with the execution and ASFC will provide each other and their counsel the opportunity to review in advance and comment on all such filings. Buyer and ASFC will keep each other informed delivery of the status of matters relating to obtaining Supplemental Indentures by the regulatory approvals specified in Schedule 4.3 and Schedule 3.3parties thereto. ASFC and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously Without limiting the transactions contemplated by this Agreement. In addition to and not in limitation generality of the foregoing, each if a Trustee reasonably requests an opinion, as to such matters which the Trustee reasonably requests and is entitled to request in such an opinion from the CDO Issuers pursuant to Section 8.3 of the parties will applicable CDO Indentures in connection with the execution by the Trustee of each Supplemental Indenture (i) promptly take all actions necessary other than as to make the filings any tax matters on which an opinion is required of Buyer and ASFC or their respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates or Subsidiaries from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR ActSupplemental Indentures), Purchaser shall use all reasonable efforts to furnish to the Trustee an opinion of its outside legal counsel, in form reasonably acceptable to the Trustee; provided that such opinion may expressly rely upon, and is subject to the receipt by Purchaser of, the opinion of legal counsel to the Sellers described in Section 1.04(a)(xii). (iiid) cooperate with Prior to the other party Closing, if any Seller or its Affiliate desires to sell one or more interests in connection with REO Holdcos or REO Property, the Sellers shall by notice to Purchaser describe all material terms and conditions relating to such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general and sale at least three (iv3) request early termination of the waiting period under the HSR ActBusiness Days prior to such sale.

Reasonable Efforts. (a) Each of the Parties shall use its commercially reasonable efforts to give all notices to, make all Filings with and obtain all authorizations, consents or approvals required of such Party by any Governmental Authority or other Person in connection with the Transactions, including: (i) such Filings, authorizations, consents or approvals identified on Schedules 3.3, 3.4, 4.2, 4.3, 5.3 and 5.4 of this Agreement, (ii) any Filings required under the Securities Act, the Exchange Act, any applicable state or securities or "blue sky" laws and the securities laws of any foreign country, (iii) other applicable Legal Requirement of any Governmental Authority relating to and material to the consummation of, the Transactions, or (iv) any Filings otherwise reasonably requested by Buyer. (b) Subject to restrictions required by any applicable Legal Requirement, Buyer, the Company and Sellers shall promptly supply, and shall cause their Affiliates or owners promptly to supply, the other Parties with any information which may be reasonably required in order to make any Filings or applications pursuant to Section 6.3(a). (c) Subject to applicable confidentiality restrictions or restrictions required by any applicable Legal Requirement, Buyer, the Company and Sellers will notify the other Parties promptly upon the receipt of: (i) any comments or questions from any officials of any Governmental Authority in connection with any Filings made pursuant hereto and (ii) any request by any officials of any Governmental Authority for amendments or supplements to any Filings made pursuant to any applicable Legal Requirements. Whenever any event occurs that is required to be set forth in an amendment or supplement to any Filing made pursuant to Section 6.3(a), each party will promptly inform the other Parties of such occurrence and cooperate in filing with the applicable Governmental Authority such amendment or supplement. Without limiting the generality of the foregoing, all analyses, appearances, meetings, discussions, presentations, memoranda, briefs, Filings, arguments, and proposals made by or on behalf of any party hereto before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the Transactions (but, for the avoidance of doubt, not including any interactions between Buyer, the Company or Sellers with Governmental Authorities in the ordinary course of business or any disclosure which is not permitted by any applicable Legal Requirement) shall be disclosed to the other Parties hereunder in advance of such Filing, submission or attendance, it being the intent of the Parties to consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each Party shall give notice to the other Parties with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact to the extent permitted by the applicable Governmental Authority. (d) Notwithstanding the foregoing, nothing in this Section 6.3 shall require, or be construed to require, Buyer or any of its Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any Assets, businesses or interests of Buyer, the Company or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such Assets, businesses or interests which, in either case, could reasonably be expected to materially and adversely impact the business of Buyer or the Company or the economic or business benefits to Buyer of the Transactions; or (iii) any material modification or waiver of the terms and conditions of this Agreement, Buyer and ASFC will use their reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. Buyer and ASFC will promptly, and in any event within 30 days of the date hereof, prepare and file all applications, notices, consents and other documents necessary or advisable to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3, respectively, promptly file all supplements or amendments thereto and use reasonable efforts to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 as promptly as practicable. Buyer and ASFC will provide each other and their counsel the opportunity to review in advance and comment on all such filings. Buyer and ASFC will keep each other informed of the status of matters relating to obtaining the regulatory approvals specified in Schedule 4.3 and Schedule 3.3. ASFC and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, each of the parties will (i) promptly take all actions necessary to make the filings required of Buyer and ASFC or their respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates or Subsidiaries from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, (iii) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general and (iv) request early termination of the waiting period under the HSR Act.

Reasonable Efforts. Subject to (a) On the terms and subject to the conditions of this Agreement, Buyer and ASFC will each party shall use their its reasonable efforts to takecause the Closing to occur, including taking all reasonable actions necessary to comply promptly with all legal requirements that may be imposed on it or any of its affiliates with respect to the Closing and to cause all other conditions to be takensatisfied. Without limiting the foregoing or the provisions set forth in Section 5.05(b), all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. Buyer and ASFC will promptly, and in any event within 30 days of the date hereof, prepare and file all applications, notices, consents and other documents necessary or advisable to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3, respectively, promptly file all supplements or amendments thereto and each party shall use its reasonable efforts to obtain cause the regulatory approvals specified in Schedule 4.3 Closing to occur on or prior to May 20, 2002 (the "Anticipated Closing Date"). (b) Each of Seller and Schedule 3.3 Purchaser shall (i) as promptly as practicable. Buyer , but in no event later than five business days following the execution and ASFC will provide each other and their counsel the opportunity to review in advance and comment on all such filings. Buyer and ASFC will keep each other informed delivery of the status of matters relating to obtaining the regulatory approvals specified in Schedule 4.3 and Schedule 3.3. ASFC and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. In addition to and not in limitation of , file with the foregoing, each of the parties will (i) promptly take all actions necessary to make the filings required of Buyer and ASFC or their respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates or Subsidiaries from the United States Federal Trade Commission (the "FTC") or and the Antitrust Division of the United States Department of Justice (the "Antitrust DivisionDOJ") 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 ActXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), (xx) as promptly as practicable make all filings under applicable competition laws and regulations of any other applicable foreign jurisdiction and (iii) cooperate as promptly as practicable make all required filings and notices to the Surface Transportation Board (the "STB") and FERC, including jointly filing with FERC for approval to transfer the Hydroelectric Facility (including the FERC License) to Purchaser. Any such notification and report form or filing and supplemental information shall be in substantial compliance with the requirements of the HSR Act or the applicable competition laws and regulations of any other party applicable foreign jurisdiction, as the case may be. Each of Purchaser and Seller shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with such party's filings its preparation of any filing or submission that is necessary under the HSR Act or applicable competition laws and regulations of any other applicable foreign jurisdiction and in connection with resolving any investigation filing with the STB and FERC, as the case may be. Seller and Purchaser shall keep each other appraised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, the DOJ and other foreign competition regulators and the STB and FERC and shall comply promptly with any such inquiry concerning or request. Each of Seller and Purchaser shall use its reasonable efforts to obtain any clearance required under the Merger HSR Act or competition laws and regulations of any other applicable foreign jurisdiction and to obtain any necessary approvals or exceptions from the other matters STB and FERC for the consummation of the transactions contemplated by this Agreement. (c) Each of Seller and Purchaser shall as promptly as practicable following the execution and delivery of this Agreement commenced by either cooperate to make all filings necessary to be made with the FTC government agencies listed in Schedule 5.05(c). (d) Seller shall, and shall cause its affiliates to, use (and to continue to use after Closing) its reasonable efforts (at its own expense) to obtain, and Purchaser shall, and shall cause its affiliates to, cooperate (at its own expense) with Seller in obtaining, all consents from third parties including estoppel certificates from the landlords under the leases for the Distribution Center Facilities, necessary or appropriate to permit the Antitrust Division or state attorneys general and (iv) request early termination transfer of the waiting period under Acquired Assets to, and the HSR Actassumption of the Assumed Liabilities by, Purchaser; provided, however, that the parties shall not be required to pay or 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). (e) For purposes of this Section 5.05, the "reasonable efforts" of Purchaser shall not require Purchaser to agree to any prohibition, limitation or other requirement described in Section 6.02(d) (whether or not relating to any Proceeding).

Reasonable Efforts. (a) Subject to the terms and conditions provided in this Agreement and except with regard to the Antitrust Laws and subject to Section 6.4(b) and 6.4(c), each of this Agreement, Buyer and ASFC will the parties hereto shall use their commercially reasonable efforts to taketake promptly, or cause to be takentaken promptly, all actions actions, and to dodo promptly, or cause to be donedone promptly, all things reasonably necessary necessary, proper or desirable advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger to be satisfied, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement. Buyer and ASFC will promptly, and in any event within 30 days Agreement for the purpose of securing to the date hereof, prepare and file all applications, notices, consents and other documents necessary or advisable to obtain parties hereto the regulatory approvals specified in Schedule 4.3 and Schedule 3.3, respectively, promptly file all supplements or amendments thereto and use reasonable efforts to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 as promptly as practicable. Buyer and ASFC will provide each other and their counsel the opportunity to review in advance and comment on all such filings. Buyer and ASFC will keep each other informed of the status of matters relating to obtaining the regulatory approvals specified in Schedule 4.3 and Schedule 3.3. ASFC and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions benefits contemplated by this Agreement. (b) In connection with all Antitrust Laws applicable to this Agreement and the transactions contemplated hereby, but subject to Section 6.4(c): (i) The parties will, or will cause their “ultimate parent entities” as that term is defined in the HSR Act, as promptly as reasonably practicable, to make all necessary filings and notifications and other submissions with respect to this Agreement and the transactions contemplated hereby under the HSR Act and any other applicable Antitrust Laws (together, the “Antitrust Filings”) and, in any event, to file each file the Notification and Report Form under the HSR Act no more than five (5) Business Days after the date hereof. (ii) The parties shall use reasonable best efforts to obtain clearance of the Merger under the Antitrust Laws and to remove any court or regulatory orders under the Antitrust Laws impeding the ability to consummate the Merger by the Outside Date. (iii) The parties shall each cooperate reasonably with one another in connection with resolving any inquiry or investigation by any Governmental Entity relating to their respective Antitrust Filings or the transactions contemplated hereby. In addition to and not in limitation of Without limiting the foregoing, each of the parties will party shall (i) promptly take all actions necessary inform the other party of any written or oral communication received from any Governmental Entity relating to make its Antitrust Filing or the filings required transactions contemplated hereby (and if in writing, furnish the other party with a copy of Buyer and ASFC or their respective Affiliates or Subsidiaries under the HSR Act, such communication); (ii) comply at the earliest respond as promptly as practicable date with to any request from any Governmental Entity for additional information received by such party information, documents or its Affiliates or Subsidiaries from other materials in connection with the Federal Trade Commission (review of the "FTC") Antitrust Filings or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, transactions contemplated hereby; (iii) cooperate provide to the other party, and permit the other party to review and comment in advance of submission, all proposed correspondence, filings, and written communications to any Governmental Entity with respect to the transactions contemplated hereby; and (iv) not participate in any substantive meeting or discussion with any Governmental Entity in respect of investigation or inquiry concerning the transactions contemplated hereby unless it consults with the other party in connection advance and, except as prohibited by applicable Law or Governmental Entity, gives the other party the opportunity to attend and participate thereat. (c) Notwithstanding anything in this Agreement or any Related Agreement to the contrary: (i) Parent shall not be required to agree (and the Company shall neither agree nor permit any of its subsidiaries to agree without the prior consent of Parent) to (A) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of its capital stock or of any of its businesses, assets or properties, its subsidiaries or affiliates, (B) the imposition of any limitation on the ability of Parent, the Final Surviving Entity, or any of their respective subsidiaries or affiliates to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the businesses of the Final Surviving Entity and its subsidiaries, or (C) the imposition of any impediment on Parent, the Final Surviving Entity or any of their respective subsidiaries or affiliates under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (clauses (A), (B) and (C), collectively, “Remedies”). (ii) Parent shall have the unilateral right to determine whether or not the parties will litigate with such party's filings under any Governmental Entities to oppose any enforcement action or remove any court or regulatory orders impeding the HSR Act and ability to consummate the Merger. Notwithstanding anything herein to the contrary, nothing herein shall require Parent or permit the Company or any of its subsidiaries (without the prior consent of Parent) to (A) litigate with any Governmental Entity or other Person in connection with resolving this Agreement or the transactions contemplated hereby, or (B) pay any investigation consideration, relinquish any right or agree to any modifications of existing Contracts or entry into new Contracts (other than the payment of customary filing and application fees) in connection with obtaining any waivers, consents, approvals from Governmental Entities or other inquiry concerning Persons in connection with this Agreement, the Merger Related Agreements or the other matters transactions contemplated by this Agreement commenced by either hereby or thereby. (iii) Parent shall, on behalf of the FTC or parties, control and lead all communications and strategy relating to the Antitrust Division or state attorneys general Laws and litigation matters (iv) request early termination of provided that Parent acts in good faith and the waiting period under the HSR ActCompany is not constrained from complying with applicable law).

Reasonable Efforts. Subject (a) Each Party and the Stockholders’ Representative agrees to the terms and conditions of this Agreement, Buyer and ASFC will use their all commercially reasonable efforts promptly to take, or cause to be taken, and the Company shall cause its Subsidiaries to take, all actions and to do, do or cause to be done, done all things reasonably necessary necessary, proper or desirable advisable under 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 (including under FINSA, in compliance with the NISPOM and ITAR, under the HSR Act and under any other applicable Antitrust Laws) or any other public or private third parties required to consummate the Stock Purchase 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. , including the satisfaction of all conditions hereto; provided that the foregoing shall not require acceptance by the Buyer of any mitigation arrangement or any condition required or imposed on the Buyer, the Buyer’s Affiliates and/or the Company or its Subsidiaries that are unacceptable to the Buyer in its sole discretion and ASFC will promptly, and in any event within 30 days without the consent of the date hereofCompany, prepare and file all applicationswhich consent shall not be unreasonably withheld, notices, consents and other documents necessary conditioned or advisable delayed. (b) Without prejudice to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3, respectively, promptly file all supplements or amendments thereto and use reasonable efforts to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 as promptly as practicable. Buyer and ASFC will provide each other and their counsel the opportunity to review in advance and comment on all such filings. Buyer and ASFC will keep each other informed of the status of matters relating to obtaining the regulatory approvals specified in Schedule 4.3 and Schedule 3.3. ASFC and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, each of the parties will Parties shall (i) promptly take all actions necessary to make no later than ten (10) Business Days after the date of this Agreement file any required or recommended filings required of Buyer and ASFC or their respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates or Subsidiaries from the Federal Trade Commission (the "“FTC"”) or and the Antitrust Division of the U.S. Department of Justice (the "“Antitrust Division"”) pursuant to in accordance with the HSR Act, and (iiiii) cooperate with no later than ten (10) Business Days after the date of this Agreement file an antitrust notification in any other party jurisdiction if required by any other applicable Antitrust Law, as determined by the Buyer in connection with such party's filings its reasonable judgment. Without limiting any Party’s obligations under Section 6.7(a), each Party shall use its commercially reasonable efforts to make as soon as practicable any other required submissions under the HSR Act and any other applicable Antitrust Laws that the Company or the Buyer determines should be made, in each case with respect to the Stock Purchase, and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other applicable Antitrust Laws as soon as practicable. Each of the Parties shall furnish promptly to the FTC, the Antitrust Division and any other requesting Governmental Authority any additional information requested pursuant to the HSR Act or any other Antitrust Laws in connection with such filings. Each Party shall notify the other parties promptly upon the receipt of any comments from any officials of any Governmental Authority in connection with any filings made pursuant to this Section 6.7(b). To the extent permitted by applicable Law, and subject to all applicable privileges (including attorney client privilege), each of the Parties 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 in connection with Proceedings under or relating to the HSR Act or any other Antitrust Law. Each of the Parties shall cooperate reasonably with each other in connection with the making of all such filings or responses 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 Stock Purchase 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 agreed that (i) the Buyer shall not have any obligation to litigate or contest any administrative or judicial action or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent brought by or before an administrative tribunal, court or other similar tribunal or body and (ii) nothing shall require the Buyer to accept, and no Seller Party shall accept, or permit any Subsidiary of the Company to accept, without the Buyer’s consent, any requirement, condition or arrangement imposed upon the Buyer, the Company or any of its Subsidiaries or their respective business operations as a condition to obtaining approval or resolving any investigation objection of a Governmental Authority with respect to the transactions contemplated hereby, in each case to the extent that such actions, requirements, conditions or arrangements are unacceptable to the Buyer in its sole discretion. (c) The Parties shall comply with the applicable requirements of CFIUS under FINSA. The Parties shall (i) pre-file a draft voluntary joint notification to CFIUS under FINSA as soon as practicable after the date of this Agreement, and (ii) file a final CFIUS notification no earlier than five (5) Business Days following the pre-filing. Each of the Buyer and the Company will provide CFIUS with any additional or supplemental information requested by CFIUS or its member agencies during the CFIUS review process within three (3) Business Days of receipt of such request, or if the Parties agree to seek an extension in relation thereto, such longer period as CFIUS may allow, and, in cooperation with each other, will take all commercially reasonable steps advisable, necessary or desirable to finally and successfully complete the CFIUS review process as promptly as practicable. Each Party will make any other submissions under CFIUS that are requested by CFIUS to be made or that the Buyer and the Company mutually agree should be made in connection with the matters contemplated hereby. Notwithstanding the foregoing or anything in this Agreement to the contrary, it is expressly understood and agreed that neither Party shall have any obligation to accept, and no Party shall accept, or permit any Affiliate to accept, any mitigation arrangement or any condition imposed by CFIUS on the Buyer, the Company or any of its Subsidiaries, including any mitigation or condition pursuant to Section 5 of FINSA, that is unacceptable to either Party in its sole discretion. (d) As soon as practicable after the date of this Agreement (but in any event no later than one (1) Business Day following the date hereof), the Buyer and the Company shall notify DSS and, to the extent applicable, any other Governmental Authority, of the transaction contemplated under this Agreement pursuant to the NISPOM and any other applicable national or industrial security regulations, and submit and request approval under any foreign ownership, control, or influence (“FOCI”)-related requirements and similar requirements included in any Government Contract, or where any FOCI may, in the opinion of any Governmental Authority, adversely impact security requirements; provided that the Buyer shall not be obligated to enter into any proposed FOCI mitigation agreement that is unacceptable to the Buyer in the reasonable exercise of its discretion. The intended FOCI mitigation proposal shall be a Security Control Agreement. A Proxy Agreement shall be considered unacceptable to the Buyer. In the event that DSS requires a Special Security Agreement as the form of FOCI mitigation over the Company and its Subsidiaries, then the Buyer and the Company shall take all commercially reasonable steps advisable, necessary or desirable to obtain assurances, acceptable to the Buyer in the reasonable exercise of its discretion, from each applicable Government Contracting Activity (as defined in the NISPOM), to the extent permitted by Law or agency practice, that favorable national interest determinations in accordance with the NISPOM, or similar determinations under any applicable national or industrial security regulations, will be granted authorizing access to proscribed or other inquiry concerning information by the Merger or Company and its Subsidiaries following the Closing as may be necessary for the Company and its Subsidiaries to continue to perform their Government Contracts. (e) The Parties and the Stockholders’ Representative shall make all other matters necessary and appropriate filings with applicable agencies of the U.S. Government, including submission of notification of the transactions contemplated by this Agreement commenced to the U.S. Department of State at least sixty (60) days in advance of the Closing pursuant to 22 C.F.R. § 122.4(b), if required by either Law. (f) Subject to the FTC provisions of Section 6.7(a)-(d) above, none of the Parties shall take any action that would reasonably be expected to hinder or delay the obtaining of clearance or any necessary approval of any Governmental Authority, or the Antitrust Division or state attorneys general and (iv) request early termination expiration of the any required waiting period periods under the HSR ActAct or any other applicable Antitrust Law filing made in any other jurisdiction.

Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with applicable Laws, each of the parties to this Agreement, Buyer and ASFC will Agreement shall use their all commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary necessary, proper or desirable under applicable laws advisable to ensure that the conditions to the Offer set forth on Annex I hereto and regulations the conditions to the Merger set forth in Article VII are satisfied and to consummate the transactions contemplated by this Agreement. Buyer Agreement as promptly as practicable, including (i) obtaining all necessary actions or nonactions, waivers, consents and ASFC will promptlyapprovals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) making, an appropriate filing of a Notification and in any event Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, by Parent as soon as practicable and by the Company within 30 10 calendar days of the date hereofof receipt of Parent’s filing by the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”), prepare (iii) making, as promptly as practicable, appropriate filings under the competition, trade regulation, or merger control Laws of any other applicable jurisdiction as determined by Parent and file Company, (iv) obtaining all applications, notices, necessary or appropriate consents and waivers under any and all Contracts, Leases and Permits to which the Company or its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby (including the Offer and the Merger) so as to maintain and preserve the benefits under such Contracts, Leases or Permits following the consummation of the transactions contemplated hereby (including the Offer and the Merger), and (v) obtaining all consents, approvals or waivers from, or taking other documents actions with respect to, third parties necessary or advisable to obtain be obtained or taken in connection with the regulatory approvals specified transactions contemplated by this Agreement; provided, however, that without the prior written consent of Purchaser, the Company and its Subsidiaries may not pay or commit to pay any amount of cash or other consideration, or incur or commit to incur any liability or other obligation, in Schedule 4.3 connection with obtaining such consent, approval or waiver. (b) Parent, Purchaser and Schedule 3.3, respectively, promptly file all supplements or amendments thereto the Company shall cooperate and use reasonable efforts to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 as promptly as practicable. Buyer and ASFC will provide consult with each other in connection with the making of all such filings, notifications and any other material actions pursuant to this Section 6.9, subject to applicable Law, by permitting counsel for the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed material written communication to any Governmental Entity and by providing counsel for the other party with copies of all filings and submissions made by such party and all correspondence between such party (and its advisors) with any Governmental Entity and any other information supplied by such party and such party’s Affiliates to a Governmental Entity or received from such a Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that material may be redacted (x) as necessary to comply with contractual arrangements, and (y) as necessary to address good faith legal privilege or confidentiality concerns. Provided that the Company is not legally required to file such document, the Company shall not file any such document or take such action if Purchaser has reasonably objected (and not withdrawn its objection) to the filing of such document or the taking of such action on the grounds that such filing or action would reasonably be expected to either (i) prevent, materially delay or materially impede the consummation of the transactions contemplated hereby or (ii) cause a condition set forth in Article VII to not be satisfied in a timely manner. The Company shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of Purchaser. (c) Each of Parent, Purchaser and the Company shall promptly inform the other party upon receipt of any material communication from the FTC, the Antitrust Division or any other Governmental Entity regarding any of the transactions contemplated by this Agreement. If Parent, Purchaser or the Company (or any of their counsel respective Affiliates) receives a request for additional information or documentary material from any such Governmental Entity that is related to the transactions contemplated by this Agreement, 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. The parties agree not to participate, or to permit their Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it so consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to review attend and participate. Each party shall advise the other party promptly of any understandings, undertakings or agreements (oral or written) which the first party proposes to make or enter into with the FTC, the Antitrust Division or any other Governmental Entity in advance and comment on all such filings. Buyer and ASFC will keep each other informed of the status of matters relating to obtaining the regulatory approvals specified in Schedule 4.3 and Schedule 3.3. ASFC and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously connection with the transactions contemplated by this Agreement. In addition to furtherance and not in limitation of the foregoing, each party shall use all reasonable efforts to resolve any objections that may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory Laws, including (subject to first having used all reasonable efforts to negotiate a resolution to any such objections) contesting and resisting any action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the parties will (i) promptly take all actions necessary to make the filings required of Buyer and ASFC Offer or their respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates or Subsidiaries from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, (iii) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters transactions contemplated by this Agreement commenced and to have such statute, rule, regulation, executive order, decree, injunction or administrative order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by either this Agreement. (d) Notwithstanding anything herein to the FTC contrary, no party is required to, and the Company may not, without the prior written consent of Purchaser, become subject to, consent or agree to, or otherwise take any action with respect to, any requirement, condition, understanding, agreement or Order (i) to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change any portion of the assets or business of Parent, the Company or any of their Affiliates, (ii) that is materially adverse to Parent and its Affiliates or the Antitrust Division Company and its Affiliates, respectively, in each case taken as a whole, either before or state attorneys general after giving effect to the Offer and the Merger, (iii) that requires any material change in the conduct of business of Parent, the Company or any of their divisions or Subsidiaries as currently conducted relating to a material portion of the revenues or earnings of Parent, the Company and their Subsidiaries, (iv) request early termination that prohibits or restricts or seeks to prohibit or restrict the ownership or operation by Parent (or any of its Affiliates or Subsidiaries) of any portion of its or the Company’s business or assets which is material to the business of all such entities taken as a whole, (v) that imposes or seeks to impose material limitations on the ability of Parent effectively to acquire or to hold or to exercise full rights of ownership of the waiting period under Shares on all matters properly presented to the HSR Actstockholders of the Company, (vi) that imposes or seeks to impose any material limitations on the ability of Parent or any of its respective Affiliates or Subsidiaries effectively to control in any material respect the business and operations of the Company and any of the Subsidiaries, (vii) that seeks to obtain from the Company, Parent or Purchaser material damages as a result of this Agreement, (viii) that would be reasonably likely to materially impair the benefits reasonably expected to be derived by Parent from the transactions contemplated by this Agreement, (ix) that would, or would reasonably be likely to, impose any material cost, liability or obligation on the Company, Parent, Purchaser or any of their Subsidiaries or (viii) which otherwise is reasonably likely to have a Company Material Adverse Effect (each of (i) – (viii), a “Burdensome Condition”). Notwithstanding anything in this Agreement to the contrary, the Company shall, upon the request of Purchaser, become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or Order to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Company or any of its Affiliates, so long as such requirement, condition, understanding, agreement or Order is binding on the Company only in the event that the Closing occurs.

Reasonable Efforts. Subject to (a) On the terms and subject to the ------------------ conditions of this Agreement, Buyer and ASFC will each party shall use their its reasonable efforts to takecause the Closing to occur, including taking all reasonable actions necessary to comply promptly with all legal requirements that may be imposed on it or any of its affiliates with respect to the Closing and to cause all other conditions to be takensatisfied. Without limiting the foregoing or the provisions set forth in Section 5.05(b), all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. Buyer and ASFC will promptly, and in any event within 30 days of the date hereof, prepare and file all applications, notices, consents and other documents necessary or advisable to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3, respectively, promptly file all supplements or amendments thereto and each party shall use its reasonable efforts to obtain cause the regulatory approvals specified in Schedule 4.3 Closing to occur on or prior to May 20, 2002 (the "Anticipated Closing Date"). ------------------------ (b) Each of Seller and Schedule 3.3 Purchaser shall (i) as promptly as practicable. Buyer , but in no event later than five business days following the execution and ASFC will provide each other and their counsel the opportunity to review in advance and comment on all such filings. Buyer and ASFC will keep each other informed delivery of the status of matters relating to obtaining the regulatory approvals specified in Schedule 4.3 and Schedule 3.3. ASFC and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. In addition to and not in limitation of , file with the foregoing, each of the parties will (i) promptly take all actions necessary to make the filings required of Buyer and ASFC or their respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates or Subsidiaries from the United States Federal Trade Commission (the "FTC") or and the Antitrust Division of the United States Department of Justice (the "Antitrust DivisionDOJ") the --- --- notification and report form, if any, required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the "HSR --- Act"), (ii) as promptly as practicable make all filings under applicable --- competition laws and regulations of any other applicable foreign jurisdiction and (iii) cooperate as promptly as practicable make all required filings and notices to the Surface Transportation Board (the "STB") and FERC, including jointly filing --- with FERC for approval to transfer the Hydroelectric Facility (including the FERC License) to Purchaser. Any such notification and report form or filing and supplemental information shall be in substantial compliance with the requirements of the HSR Act or the applicable competition laws and regulations of any other party applicable foreign jurisdiction, as the case may be. Each of Purchaser and Seller shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with such party's filings its preparation of any filing or submission that is necessary under the HSR Act or applicable competition laws and regulations of any other applicable foreign jurisdiction and in connection with resolving any investigation filing with the STB and FERC, as the case may be. Seller and Purchaser shall keep each other appraised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, the DOJ and other foreign competition regulators and the STB and FERC and shall comply promptly with any such inquiry concerning or request. Each of Seller and Purchaser shall use its reasonable efforts to obtain any clearance required under the Merger HSR Act or competition laws and regulations of any other applicable foreign jurisdiction and to obtain any necessary approvals or exceptions from the other matters STB and FERC for the consummation of the transactions contemplated by this Agreement. (c) Each of Seller and Purchaser shall as promptly as practicable following the execution and delivery of this Agreement commenced by either cooperate to make all filings necessary to be made with the FTC government agencies listed in Schedule 5.05(c). (d) Seller shall, and shall cause its affiliates to, use (and to continue to use after Closing) its reasonable efforts (at its own expense) to obtain, and Purchaser shall, and shall cause its affiliates to, cooperate (at its own expense) with Seller in obtaining, all consents from third parties including estoppel certificates from the landlords under the leases for the Distribution Center Facilities, necessary or appropriate to permit the Antitrust Division or state attorneys general and (iv) request early termination transfer of the waiting period under Acquired Assets to, and the HSR Actassumption of the Assumed Liabilities by, Purchaser; provided, however, that the parties shall not be required to pay or -------- ------- 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). (e) For purposes of this Section 5.05, the "reasonable efforts" of Purchaser shall not require Purchaser to agree to any prohibition, limitation or other requirement described in Section 6.02(d) (whether or not relating to any Proceeding).

Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement, Buyer and ASFC each Party will use their all reasonable commercial efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under this Agreement and Applicable Laws to consummate the Arrangement and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, filings and other documents and to obtain as promptly as practicable all Requisite Regulatory Approvals and all other consents, waivers, Orders, approvals, Permits, rulings, authorizations and clearances necessary or desirable under applicable laws and regulations advisable to be obtained from any Third Party or any Governmental Entity in order to consummate the Arrangement or any of the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Acquiror agrees to use all reasonable best efforts to, and shall use all reasonable best efforts to cause its Subsidiaries to: (i) in respect of holders of Company Shares who are eligible to, and do, receive Exchangeable Shares under the Arrangement that desire to make the election, to cause ExchangeCo to enter into elections with any such holders who make elections under Section 85 of the Tax Act and any equivalents thereof under provincial laws as set forth in the Plan of Arrangement; (ii) prior to the Effective Time, cause the governing documents of ExchangeCo to be amended to create and/or provide for the Exchangeable Shares and otherwise as required to effect the transactions contemplated hereby; (iii) to reserve or have available a sufficient number of shares of Acquiror Common Stock for issuance upon the exchange from time to time of Exchangeable Shares; (iv) to promptly prepare and file the Acquiror Proxy Circular, convene and hold the Acquiror Meeting, and solicit proxies to be vote at the Acquiror Meeting to approve the issuance of the Acquiror Common Stock as contemplated by this Agreement; and (v) file a registration statement on Form S-3 (or other applicable form) (the “S-3 Registration Statement”) with the SEC in order to register under the Securities Act the Acquiror Shares issuable from time to time after the Effective Time upon exchange of the Exchangeable Shares and shall use all reasonable best efforts to cause the S-3 Registration Statement to become effective and to maintain the effectiveness of such registration so long as any Exchangeable Shares remain outstanding (other than those Exchangeable Shares held by Acquiror or any of its affiliates) or until such earlier time as Acquiror determines that the securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144, as determined by Acquiror, acting reasonably. Without limiting the generality of the foregoing, the Company agrees to use all reasonable commercial efforts to determine whether the Company qualifies for an exemption available under Applicable Law such that the vote contemplated in Section 2.2(d)(ii) would not be required and if it does so qualify, to avail itself of such exemption. (b) Each of Acquirors and the Company shall, in connection with the efforts referenced in Section 6.8(a), use all reasonable commercial efforts to (i) cooperate in all respects with each other in connection with any filing or submission, including filings or submissions with the SEC and the Canadian Securities Regulators with respect to any of the transactions contemplated by this Agreement. Buyer , which cooperation shall include allowing the other Parties and ASFC will promptly, and in any event within 30 days of the date hereof, prepare and file all applications, notices, consents their legal and other documents necessary or advisable to obtain advisors the regulatory approvals specified in Schedule 4.3 and Schedule 3.3, respectively, promptly file all supplements or amendments thereto and use reasonable efforts to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 as promptly as practicable. Buyer and ASFC will provide each other and their counsel the opportunity to review in advance and comment on drafts of such filings and submissions and including in such document any comments reasonably proposed by the other Parties and their counsel, (ii) cooperate in all such filings. Buyer and ASFC will keep respects with each other informed in connection with any investigation or other inquiry, including any Proceeding initiated by a private party challenging the Arrangement, (iii) promptly inform the other Party of the status of any of the matters relating contemplated hereby, including providing the other Party with a copy of any written communication (or summary of oral communications) received by such Party from, or given by such Party to, any Governmental Entity and of any written communication (or summary of oral communications) received or given in connection with any Proceeding by a private party challenging the Arrangement, in each case regarding any of the transactions contemplated hereby, and (iv) to obtaining the regulatory approvals specified extent practicable, consult with each other in Schedule 4.3 and Schedule 3.3. ASFC and Buyer agree to execute and deliver advance of any meeting or conference with any such Governmental Entity or, in connection with any Proceeding by a private party challenging the Arrangement, with any such other documentsPerson, certificates, agreements and other writings and to take the extent permitted by any such Governmental Entity or other Person, give the other Party the opportunity to attend and participate in such meetings and conferences. (c) In furtherance and not in limitation of the covenants of the Parties contained in this Section 6.8, if (i) any objections are asserted with respect to the transactions contemplated hereby under any Law, (ii) any administrative or judicial action or Proceeding is instituted (or threatened to be instituted) by any Governmental Entity or private party challenging the Arrangement or the other transactions contemplated hereby as violative of any Law or which would otherwise prevent, delay or impede the consummation, or otherwise materially reduce the contemplated benefits, of the Arrangement or the other transactions contemplated hereby, or (iii) any Law is enacted, entered, promulgated or enforced by a Governmental Entity which would make the Arrangement or the other transactions contemplated hereby illegal or would otherwise prevent, delay or impede the consummation, or otherwise materially reduce the contemplated benefits, of the Arrangement or the other transactions contemplated hereby, then each of the Company and Acquiror shall use all reasonable commercial efforts to resolve any such objections, actions or Proceedings so as may be necessary or desirable in order to consummate or implement expeditiously permit the consummation of the transactions contemplated by this Agreement. . (d) In addition to furtherance and not in limitation of the foregoing, each covenants of the parties will (i) promptly take all actions necessary Parties contained in this Section 6.8, but subject to make first complying with the filings required obligations of Buyer and ASFC or their respective Affiliates or Subsidiaries under Section 6.8(c), if any of the HSR Act, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates or Subsidiaries from the Federal Trade Commission (the "FTC"events specified in Section 6.8(c)(ii) or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, (iii) occurs, then each of Acquiror and the Company shall cooperate in all respects with the each other party in connection with and use all reasonable commercial efforts to contest and resist any such party's filings under the HSR Act administrative or judicial action or Proceeding and in connection with resolving to have vacated, lifted, reversed or overturned any investigation judgment, injunction or other inquiry concerning Order, whether temporary, preliminary or permanent, that is in effect and that prevents, materially delays or materially impedes the Merger consummation, or otherwise materially reduces the contemplated benefits, of the Arrangement or the other matters transactions contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general and (iv) request early termination so as to permit consummation of the waiting period transactions contemplated by this Agreement, and each of Acquirors and the Company shall use its or their reasonable commercial efforts to defend, at its own cost and expense, any such administrative or judicial actions or Proceedings. (e) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.8 shall limit a Party’s right to terminate this Agreement pursuant to Sections 8.1(b) or 8.1(c) so long as such Party has otherwise complied with its obligations under the HSR Actthis Section 6.8 prior to such termination.

Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement, Buyer and ASFC each party will use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary necessary, proper or desirable advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement. Buyer and ASFC will promptly, and in any event within 30 days of Agreement as soon as practicable after the date hereof, prepare including (i) preparing and file filing as promptly as practicable all documentation to effect all necessary applications, notices, consents petitions, filings and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or advisable to obtain be obtained from any third party and/or any Governmental Entity in order to consummate the regulatory approvals specified in Schedule 4.3 and Schedule 3.3, respectively, promptly file all supplements Merger or amendments thereto and use reasonable efforts to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 as promptly as practicable. Buyer and ASFC will provide each other and their counsel the opportunity to review in advance and comment on all such filings. Buyer and ASFC will keep each other informed any of the status of matters relating to obtaining the regulatory approvals specified in Schedule 4.3 other transactions contemplated by this Agreement and Schedule 3.3. ASFC and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions (ii) taking all reasonable steps as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreementobtain all such material consents, waivers, licenses, registrations, permits, authorizations, orders and approvals. In addition to furtherance and not in limitation of the foregoing, each of party hereto agrees to make appropriate filings as required pursuant to the parties will HSR Act, the Irish Mergers Act and any other Regulatory Law (ias defined below) with respect to the transactions contemplated hereby as promptly as practicable after 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, the Irish Mergers Act and any other Regulatory Law and to take all other actions necessary to make cause the filings required expiration or termination of Buyer the applicable waiting periods under the HSR Act and ASFC the applicable period for objection under the Irish Mergers Act as soon as practicable. Nothing in this Section 5.3 shall require any of Elan and its Subsidiaries or Dura and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of Elan, Dura or their respective Affiliates Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Elan and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger. (b) Each of Elan and Dura shall, in connection with the efforts referenced in Section 5.3(a) to obtain all requisite material approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act, the Irish Mergers Act or any other Regulatory Law, use commercially reasonable efforts to (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) comply at promptly inform the earliest practicable date with other party of any request for additional information communication received by such party from, or its Affiliates or Subsidiaries from given by such party to, the Antitrust Division of the Department of Justice (the "DOJ"), the Federal Trade Commission (the "FTC") or the Antitrust Division 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 Department transactions contemplated hereby, and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of Justice (any meeting or conference with, the DOJ, the FTC or any such other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent appropriate or permitted by the DOJ, the FTC or such other applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. For purposes of this Agreement, "Antitrust Division") pursuant to REGULATORY LAW" means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Irish Mergers Act, the Federal Trade Commission Act, as amended, and 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 (iiii) cooperate with foreign investment or (ii) actions having the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation purpose or other inquiry concerning the Merger effect of monopolization or the other matters contemplated by this Agreement commenced by either the FTC restraint of trade or the Antitrust Division or state attorneys general and (iv) request early termination lessening of the waiting period under the HSR Actcompetition.

Reasonable Efforts. Subject (a) Each Party and the Stockholders’ Representative agrees to the terms and conditions of this Agreement, Buyer and ASFC will use their all reasonable efforts promptly to take, or cause to be taken, and the Company shall cause its Subsidiaries to take, all actions and to do, do or cause to be done, done all things reasonably necessary necessary, proper or desirable advisable under applicable laws Laws to (i) obtain all consents, approvals or actions of, make all filings with and regulations give all notices to Government Authorities or any other Person required to consummate the Merger and the other matters contemplated hereby, (ii) provide such other information and communications to such Government Authorities or other public or private Persons as the other Party or such Government Authorities or other public or private Persons may reasonably request in connection therewith, and (iii) execute such further documents, deeds, bills of sale, assignments and assurances and take such further actions as may reasonably be required to consummate and make effective the transactions contemplated by this Agreement. Buyer and ASFC will promptly, and in any event within 30 days including the satisfaction of all conditions hereto. (b) Without prejudice to the foregoing, each of the Parties shall, to the extent not filed prior to the date hereof, (i) no later than ten (10) business days after the date of this Agreement file any required or recommended filings with the FTC and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) in accordance with the HSR Act, and (ii) no later than ten (10) business days after the date of this Agreement, file an antitrust notification in any other jurisdiction if required by any other applicable antitrust Law, as determined by Parent in its reasonable judgment. Without limiting any Party’s obligations under Section 6.8(a), each Party shall use its reasonable best efforts to make as soon as practicable any other required submissions under the HSR Act and any other applicable antitrust Laws that the Company or Parent determines should be made, in each case with respect to the Merger, and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other applicable antitrust Laws as soon as practicable. Each of the Parties shall furnish promptly to the FTC, the Antitrust Division and any other requesting Government Authority any additional information requested pursuant to the HSR Act or any other antitrust Laws in connection with such filings. Each Party shall notify the other parties promptly upon the receipt of any comments from any officials of any Government Authority in connection with any filings made pursuant to this Section 6.8(b). To the extent permitted by applicable Law, and subject to all applicable privileges (including attorney client privilege), each of the Parties 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 in connection with Proceedings under or relating to the HSR Act or any other antitrust Law. Each of the Parties shall cooperate reasonably with each other in connection with the making of all such filings or responses and to the extent reasonably practicable and permitted by applicable Law and the applicable Government Authority, all discussions, telephone calls and meetings with a Government Authority regarding the Merger shall include Representatives of the Company and Parent. Notwithstanding the foregoing or anything in this Agreement to the contrary, it is expressly understood and agreed that (i) neither Parent nor Merger Sub shall have any obligation to litigate or contest any administrative or judicial action or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent brought by or before an administrative tribunal, court or other similar tribunal or body, and (ii) nothing shall require Parent or Merger Sub to accept, and no Seller Party shall accept, or permit any Subsidiary of the Company to accept, without Parent’s consent, any requirement, condition or arrangement imposed upon Parent, Merger Sub, the Company or any of its Subsidiaries or their respective business operations as a condition to obtaining approval or resolving any objection of a Government Authority with respect to the transactions contemplated hereby, in each case to the extent that such actions, requirements, conditions or arrangements are unacceptable to Parent in its sole discretion. (c) The Parties shall comply with the applicable requirements of CFIUS under FINSA. The Parties shall submit a draft voluntary joint notification to CFIUS under FINSA as soon as practicable, but in any event no later than five (5) business days following the date hereof, and will promptly provide CFIUS with any additional or supplemental information requested by CFIUS or its member agencies during such pre-filing consultation period, at the end of which the Parties will prepare and file with CFIUS a final joint voluntary notice. Following the submission of the final CFIUS joint voluntary notice, each of Parent and the Company will provide CFIUS with any additional or supplemental information requested by CFIUS or its member agencies during the CFIUS review process within three (3) business days of receipt of such request, or if the Parties agree to seek an extension in relation thereto, such longer period as CFIUS may allow, and, in cooperation with each other, will take all applicationscommercially reasonable steps advisable, notices, consents and other documents necessary or advisable desirable to obtain finally and successfully complete the regulatory approvals specified in Schedule 4.3 and Schedule 3.3, respectively, promptly file all supplements or amendments thereto and use reasonable efforts to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 CFIUS review process as promptly as practicable. Buyer Each Party will make any other submissions under CFIUS that are requested by CFIUS to be made or that Parent and ASFC will provide each other and their counsel the Company mutually agree should be made in connection with the matters contemplated hereby. In furtherance of the foregoing, if, at the end of the initial thirty (30)-day CFIUS review period, CFIUS offers the Parties an opportunity to review withdraw and resubmit their joint notice regarding the matters contemplated hereby, and Parent opts to request withdrawal and resubmission in advance response to such offer by CFIUS, then the Company shall agree to join the request for withdrawal and comment on all such filingsresubmission and promptly resubmit the joint notice. Buyer Notwithstanding the foregoing or anything in this Agreement to the contrary, it is expressly understood and ASFC will keep each other informed agreed that neither Parent nor Merger Sub shall have any obligation to accept, and no Seller Party shall accept, or permit any Subsidiary of the status Company to accept, without Parent’s consent, any mitigation arrangement or any condition imposed by CFIUS on Parent, Merger Sub, the Company or any of matters relating its Subsidiaries, including any mitigation or condition pursuant to obtaining Section 5 of FINSA, that is unacceptable to Parent in its sole discretion. (d) The Company shall cooperate with the regulatory approvals specified in Schedule 4.3 Parent to prepare and Schedule 3.3. ASFC submit to DSS and, to the extent applicable, any other U.S. Government Authority, notification of the transactions contemplated by this Agreement pursuant to the NISPOM and Buyer agree to execute and deliver such any other documentsapplicable national or industrial security regulations, certificates, agreements and other writings and to take such other actions as may be necessary or desirable request from DSS approval to operate the business of the Company pursuant to a FOCI mitigation proposal submitted in order relation to consummate or implement expeditiously the transactions contemplated by this Agreement, and acceptable to Parent, in accordance with the NISPOM. In addition The intended FOCI mitigation proposal shall be Parent’s existing Security Control Agreement. (e) Subject to and not in limitation the provisions of Section 6.8(a)-(d) above, none of the foregoingParties shall take any action that would reasonably be expected to hinder or delay the obtaining of clearance or any necessary approval of any Government Authority, each of the parties will (i) promptly take all actions necessary to make the filings required of Buyer and ASFC or their respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates or Subsidiaries from the Federal Trade Commission (the "FTC") or the Antitrust Division expiration of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, (iii) cooperate with the other party in connection with such party's filings any required waiting periods under the HSR Act and or any other applicable antitrust Law filing made in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general and (iv) request early termination of the waiting period under the HSR Actjurisdiction.

Reasonable Efforts. Subject to 6.8.1 The Companies will, and the terms Shareholders will cause the Companies to, and conditions of this Agreementthe Purchaser will, Buyer cooperate and ASFC will use their its reasonable efforts to take, or cause to be taken, all appropriate actions (and to domake, or cause to be donemade, all things reasonably filings necessary, proper or advisable under applicable Laws) to consummate and make effective the transactions contemplated by this Agreement, including their respective reasonable efforts to obtain, prior to the Closing, all Permits and consents of parties to contracts with the Companies, as applicable, as are necessary for the consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the transactions contemplated by this Agreement. Notwithstanding any other provision of this Agreement, in no event will any Party or any of its Affiliates (including the Companies before or after the Closing) be required to (a) enter into or offer to enter into any divestiture, hold‑separate, business limitation, or similar agreement or undertaking in connection with this Agreement or the transactions contemplated by this Agreement or (b) make any payment in connection with any consent or approval or condition to Closing set forth in any section of Article VIII that is necessary or desirable under applicable laws and regulations advisable for the Shareholders or the Companies to obtain or satisfy in order to consummate the transactions contemplated by this Agreement. Buyer and ASFC . 6.8.2 Without limiting the generality of Section 6.8.1, the Companies will promptlyprovide, and in any event within 30 days the Shareholders will cause the Companies and the representatives and advisors of the date hereofShareholders and the Companies to provide to the Purchaser all cooperation reasonably requested by the Purchaser in connection with the arrangement of, prepare and file closing on, the financing contemplated by Section 8.1.11, which cooperation shall include, all applicationsat the sole cost and expense of Purchaser: (a) assisting with the syndication of the financing by having senior management, notices, consents representatives and advisors of the Companies participate in a reasonable number of meetings and other documents necessary or advisable direct contact with the lenders; (b) assisting in the preparation of a reasonable and customary Confidential Information Memorandum for the financing and other customary marketing materials to obtain be used in connection with the regulatory approvals specified in Schedule 4.3 and Schedule 3.3, respectively, promptly file all supplements or amendments thereto and use reasonable efforts to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 as promptly as practicable. Buyer and ASFC will provide each other and their counsel the opportunity to review in advance and comment on all such filings. Buyer and ASFC will keep each other informed syndication of the status of matters relating to obtaining financing; and (c) providing such customary information regarding the regulatory approvals specified in Schedule 4.3 and Schedule 3.3. ASFC and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions Companies as may be necessary or desirable in order to consummate or implement expeditiously reasonably requested by the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, each of the parties will (i) promptly take all actions necessary to make the filings required of Buyer and ASFC or their respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates or Subsidiaries from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, (iii) cooperate with the other party lenders in connection with such party's filings under the HSR Act structuring, arrangement and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general and (iv) request early termination syndication of the waiting period under financing. VII TAX MATTERS The following provisions of this Article VII shall govern the HSR Actallocation between the Purchaser and Shareholders of responsibility for certain Tax matters involving the Companies following the Closing Date. In the event of any conflict between the provisions of this Article VII and any other provision of this Agreement, the provisions of this Article VII shall control.

Reasonable Efforts. Subject to the terms and conditions of this Agreement, Buyer and ASFC will CWI shall use their its commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things reasonably necessary necessary, proper or desirable advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. Buyer Agreement including, without limitation, (i) assisting Intellicell with the prompt preparation and ASFC will promptly, and in any event within 30 days filing with the SEC of the date hereof, prepare and file all applications, notices, consents and other documents necessary or advisable Proxy Statement; (ii) assisting Intellicell with such actions as may be required to obtain have the regulatory approvals specified in Schedule 4.3 and Schedule 3.3, respectively, promptly file all supplements or amendments thereto and use reasonable efforts to obtain Proxy Statement cleared by the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 SEC as promptly as practicable. Buyer and ASFC will provide each other and their counsel the opportunity , including by consulting with Intellicell as to review in advance and comment on all any SEC comments with respect thereto; (iii) assisting Intellicell with such filings. Buyer and ASFC will keep each other informed of the status of matters relating to obtaining the regulatory approvals specified in Schedule 4.3 and Schedule 3.3. ASFC and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary required to be taken under applicable state securities or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, each of the parties will (i) promptly take all actions necessary to make the filings required of Buyer and ASFC or their respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates or Subsidiaries from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, (iii) cooperate with the other party Blue Sky laws in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning issuance of the Merger or the other matters shares of Intellicell Common Stock contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general hereby; and (iv) request early termination the preparation and filing of all other forms, registrations and notices required to be filed to consummate the transactions contemplated hereby and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions, and waivers by any public or private third parties. Intellicell shall reimburse CWI for reasonable out-of-pocket expenses incurred by CWI in assisting Intellicell with any filings required to be made by Intellicell, provided that Intellicell's obligations to reimburse CWI under this Section 5.1(l) and under Section 10.1 shall not exceed in the aggregate $25,000, or 50% of the waiting period cost to CWI to obtain the audited financial statements to be prepared by its independent public accountants for the Proxy Statement and to satisfy SEC regulations, whichever is less, and except that no such reimbursement shall be required if Intellicell terminates this Agreement due to CWI's breach of any of its covenants under this Agreement or CWI's failure to satisfy any condition precedent for the HSR Actbenefit of Intellicell by no later than October 30, 1999. In this regard, Intellicell agrees that it shall be responsible for all SEC filing fees in connection with the Proxy Statement.

Reasonable Efforts. Subject to the terms (a) (i) Each of Halter Marine and conditions of this Agreement, Buyer and ASFC will Friede Goldman shall use their all reasonable efforts to (A) take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things reasonably necessary necessary, proper or desirable advisable under applicable laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (B) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Friede Goldman or Halter Marine or any of their subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, those in connection with the HSR Act), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herein, including, without limitation, the Merger, and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (x) the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, (y) the HSR Act and (z) any other applicable Law; provided that Friede Goldman and Halter Marine shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Halter Marine and Friede Goldman shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. Halter Marine and Friede Goldman shall not take any action, or refrain from taking any action, the effect of which would be to delay or impede the ability of Halter Marine and Friede Goldman to consummate the transactions contemplated by this Agreement. Buyer and ASFC will promptly, and in any event within 30 days of the date hereof, prepare and file all applications, notices, consents and other documents necessary or advisable to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3, respectively, promptly file all supplements or amendments thereto and use reasonable efforts to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 as promptly as practicable. Buyer and ASFC will provide each other and their counsel the opportunity to review in advance and comment on all such filings. Buyer and ASFC will keep each other informed of the status of matters relating to obtaining the regulatory approvals specified in Schedule 4.3 and Schedule 3.3. ASFC and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, each of the parties will (i) promptly take all actions necessary to make the filings required of Buyer and ASFC or their respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates or Subsidiaries from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, (iii) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general and (iv) request early termination of the waiting period under the HSR Act.

Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with applicable Laws, each of the parties to this Agreement, Buyer and ASFC will Agreement shall use their all commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary necessary, proper or desirable under applicable laws advisable to ensure that the conditions to the Offer set forth on Annex I hereto and regulations the conditions to the Merger set forth in Article VII are satisfied and to consummate the transactions contemplated by this Agreement. Buyer Agreement as promptly as practicable, including (i) obtaining all necessary actions or nonactions, waivers, consents and ASFC will promptlyapprovals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) making, an appropriate filing of a Notification and in any event Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, by Parent as soon as practicable and by the Company within 30 10 calendar days of the date hereofof receipt of Parent’s filing by the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”), prepare (iii) making, as promptly as practicable, appropriate filings under the competition, trade regulation, or merger control Laws of any other applicable jurisdiction as determined by Parent and file Company, (iv) obtaining all applications, notices, necessary or appropriate consents and waivers under any and all Contracts, Leases and Permits to which the Company or its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby (including the Offer and the Merger) so as to maintain and preserve the benefits under such Contracts, Leases or Permits following the consummation of the transactions contemplated hereby (including the Offer and the Merger), and (v) obtaining all consents, approvals or waivers from, or taking other documents actions with respect to, third parties necessary or advisable to obtain be obtained or taken in connection with the regulatory approvals specified transactions contemplated by this Agreement; provided, however, that without the prior written consent of Purchaser, the Company and its Subsidiaries may not pay or commit to pay any amount of cash or other consideration, or incur or commit to incur any liability or other obligation, in Schedule 4.3 connection with obtaining such consent, approval or waiver. (b) Parent, Purchaser and Schedule 3.3, respectively, promptly file all supplements or amendments thereto the Company shall cooperate and use reasonable efforts to obtain the regulatory approvals specified in Schedule 4.3 and Schedule 3.3 as promptly as practicable. Buyer and ASFC will provide consult with each other in connection with the making of all such filings, notifications and any other material actions pursuant to this Section 6.9, subject to applicable Law, by permitting counsel for the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed material written communication to any Governmental Entity and by providing counsel for the other party with copies of all filings and submissions made by such party and all correspondence between such party (and its advisors) with any Governmental Entity and any other information supplied by such party and such party’s Affiliates to a Governmental Entity or received from such a Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that material may be redacted (x) as necessary to comply with contractual arrangements, and (y) as necessary to address good faith legal privilege or confidentiality concerns. Provided that the Company is not legally required to file such document, the Company shall not file any such document or take such action if Purchaser has reasonably objected (and not withdrawn its objection) to the filing of such document or the taking of such action on the grounds that such filing or action would reasonably be expected to either (i) prevent, materially delay or materially impede the consummation of the transactions contemplated hereby or (ii) cause a condition set forth in Article VII to not be satisfied in a timely manner. The Company shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of Purchaser. (c) Each of Parent, Purchaser and the Company shall promptly inform the other party upon receipt of any material communication from the FTC, the Antitrust Division or any other Governmental Entity regarding any of the transactions contemplated by this Agreement. If Parent, Purchaser or the Company (or any of their counsel respective Affiliates) receives a request for additional information or documentary material from any such Governmental Entity that is related to the transactions contemplated by this Agreement, 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. The parties agree not to participate, or to permit their Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it so consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to review attend and participate. Each party shall advise the other party promptly of any understandings, undertakings or agreements (oral or written) which the first party proposes to make or enter into with the FTC, the Antitrust Division or any other Governmental Entity in advance and comment on all such filings. Buyer and ASFC will keep each other informed of the status of matters relating to obtaining the regulatory approvals specified in Schedule 4.3 and Schedule 3.3. ASFC and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously connection with the transactions contemplated by this Agreement. In addition to furtherance and not in limitation of the foregoing, each party shall use all reasonable efforts to resolve any objections that may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory Laws, including (subject to first having used all reasonable efforts to negotiate a resolution to any such objections) contesting and resisting any action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the parties will (i) promptly take all actions necessary to make the filings required of Buyer and ASFC Offer or their respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates or Subsidiaries from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, (iii) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters transactions contemplated by this Agreement commenced and to have such statute, rule, regulation, executive order, decree, injunction or administrative order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by either this Agreement. (d) Notwithstanding anything herein to the FTC contrary, no party is required to, and the Company may not, without the prior written consent of Purchaser, become subject to, consent or agree to, or otherwise take any action with respect to, any requirement, condition, understanding, agreement or Order (i) to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change any portion of the assets or business of Parent, the Company or any of their Affiliates, (ii) that is materially adverse to Parent and its Affiliates or the Antitrust Division Company and its Affiliates, respectively, in each case taken as a whole, either before or state attorneys general after giving effect to the Offer and the Merger, (iii) that requires any material change in the conduct of business of Parent, the Company or any of their divisions or Subsidiaries as currently conducted relating to a material portion of the revenues or earnings of Parent, the Company and their Subsidiaries, (iv) request early termination that prohibits or restricts or seeks to prohibit or restrict the ownership or operation by Parent (or any of its Affiliates or Subsidiaries) of any portion of its or the Company’s business or assets which is material to the business of all such entities taken as a whole, (v) that imposes or seeks to impose material limitations on the ability of Parent effectively to acquire or to hold or to exercise full rights of ownership of the waiting period under Shares on all matters properly presented to the HSR Actstockholders of the Company, (vi) that imposes or seeks to impose any material limitations on the ability of Parent or any of its respective Affiliates or Subsidiaries effectively to control in any material respect the business and operations of the Company and any of the Subsidiaries, (vii) that seeks to obtain from the Company, Parent or Purchaser material damages as a result of this Agreement, (viii) that would be reasonably likely to materially impair the benefits reasonably expected to be derived by Parent from the transactions contemplated by this Agreement, (ix) that would, or would reasonably be likely to, impose any material cost, liability or obligation on the Company, Parent, Purchaser or any of their Subsidiaries or (viii) which otherwise is reasonably likely to have a Company Material Adverse Effect (each of (i) — (viii), a “Burdensome Condition”). Notwithstanding anything in this Agreement to the contrary, the Company shall, upon the request of Purchaser, become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or Order to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Company or any of its Affiliates, so long as such requirement, condition, understanding, agreement or Order is binding on the Company only in the event that the Closing occurs.