Common use of Required Actions Clause in Contracts

Required Actions. (a) Purchaser and Parent shall take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most expeditious manner possible the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Pre-Closing Restructuring, the Closing and the other transactions contemplated by this Agreement, (ii) taking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity (which actions shall include furnishing all information required under any Competition and Foreign Investment Laws or with respect to any other Required Approval) required to be obtained or made by Purchaser or Parent or any of their respective Subsidiaries in connection with the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, and (iii) the execution and delivery of any additional instruments necessary to consummate the Pre-Closing Restructuring, the Closing and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Additionally, each of Parent and Purchaser shall take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement and shall not take any action after the date of this Agreement that would reasonably be expected to delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the consummation of the Pre-Closing Restructuring or the Closing.

Required Actions. (a) Seller and Purchaser will, and will cause their respective Affiliates to, cooperate with each other and use reasonable best efforts to (i) negotiate, prepare and file as promptly as practicable all necessary applications, notices, petitions, and filings and execute all agreements and documents, to the extent required by Law or Order in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including the Required Regulatory Approvals) and (ii) obtain the consents, approvals, and authorizations of all Governmental Entities to the extent required by Law or Order in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement (including the Required Regulatory Approvals). Each Party will, and will cause its Affiliates to, consult and cooperate with the other Party as to the appropriate time of all such filings and notifications, furnish to the other Party such necessary information and reasonable assistance in connection with the preparation of such filings, and respond promptly to any requests for additional information made in connection therewith by any Governmental Entity. To the extent permitted under applicable Law, each of Seller and Purchaser will have the right to review in advance all characterizations of the information relating to it or to the transactions contemplated by this Agreement which appear in any filing made by the other Party or any of its Affiliates in connection with the transactions contemplated hereby. (b) Purchaser and Parent Seller, acting reasonably and in good faith, will coordinate, and Seller shall cause the Company to coordinate, the preparation and making of any applications and filings (including the content, terms and conditions of such applications and filings) with any Governmental Entity, the resolution of any investigation or other inquiry of any Governmental Entity, the process for obtaining any consents, registrations, approvals, permits and authorizations of any Governmental Entity (including the Required Regulatory Approvals), and the making or discussing of any and all proposals relating to any regulatory commitments of Purchaser, Seller, their respective Affiliates or business, or with any Governmental Entity, its staff, intervenors or customers, in each case, in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. Purchaser and Seller, acting reasonably and in good faith, will coordinate, and Seller will cause the Company to coordinate, with respect to the scheduling and conduct of all meetings with Governmental Entities in connection with the transactions contemplated by this Agreement (including the Required Regulatory Approvals); provided, however, to the fullest extent practicable and permitted by Law, in connection with any communications, meetings, or other contacts, oral or written, with any Governmental Entity in connection with the transactions contemplated hereby, each of Seller and Purchaser shall (and will cause its Affiliates to): (i) inform the other Party in advance of any such communication, meeting, or other contact which such Party or any of its Affiliates proposes or intends to make, including the subject - 46 - matter, contents, intended agenda, and other aspects of any of the foregoing; (ii) consult and cooperate with the other Party, and to take into account the comments of the other Party in connection with any of the matters covered by Section ‎5.5(a); (iii) permit representatives of the other Party to participate to the maximum extent possible in any such communications, meetings, or other contacts; (iv) notify the other Party of any oral communications with any Governmental Entity relating to any of the foregoing; and (v) provide the other Party with copies of all written communications with any Governmental Entity relating to any of the foregoing. Nothing in this Section ‎5.5(b) will apply to or restrict communications or other actions by a Party with or with respect to any Governmental Entity in connection with its business in the ordinary course of business. (c) Without limiting the foregoing, Purchaser and Seller shall not, and shall cause their respective Affiliates not to, take any action, including (i) acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, or other business combination, asset, stock or equity purchase, or otherwise) from any Person (other than, in the case of Purchaser, from Seller or its Affiliates), (ii) making any filing or (iii) any other action, that, in each case, could reasonably be expected to adversely affect obtaining or making, or the timing of obtaining or making, any consent or approval contemplated by this Section ‎‎5.5. In furtherance of and without limiting any of Purchaser’s or Seller’s covenants and agreements under this Section ‎5.5, each of Purchaser and Seller shall, and shall cause their respective Affiliates to use reasonable best efforts to take, or cause to be taken, any and all actions, steps and doto make, or cause to be donemade, any and all things necessaryundertakings necessary to avoid or eliminate each and every impediment asserted by any Governmental Entity in connection with obtaining the Required Regulatory Approvals, proper or advisable under any applicable Laws in each case, so as to consummate and make effective in enable the most expeditious manner possible the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreementto occur as promptly as practicable, including (iA) agreeing to conditions imposed by, or taking any action required by, any Governmental Entity, (B) defending through litigation on the preparation merits, including appeals, any Action asserted by any court or other proceeding by any Person, including any Governmental Entity, that seeks to or could prevent or prohibit or impede, interfere with or delay the consummation of the Closing, (C) avoiding or eliminating any Purchaser Burdensome Condition or Seller Burdensome Condition, and filing proposing alternative conditions upon which the Required Regulatory Approvals would be provided, (D) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of (1) with respect to Purchaser, any assets or business of Purchaser or its Affiliates or of the Company, and (2) with respect to Seller, any Unregulated Non-Retail Business, in each case, including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition, and (E) agreeing to take any other action as may be required by a Governmental Entity in order to effect each of the following: (1) obtaining all formsRequired Regulatory Approvals as soon as reasonably practicable and in any event before the Outside Date, registrations and notices required to be filed to consummate (2) avoiding the Pre-Closing Restructuringentry of, or having vacated, lifted, dissolved, reversed or overturned, any Order, whether temporary, preliminary or permanent, that is in effect that prohibits, prevents or restricts consummation of, or impedes, interferes with or delays, the Closing and (3) effecting the other transactions contemplated by this Agreement, (ii) taking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a any waiting period, authorizationwhich would otherwise have the effect of preventing, Order prohibiting or approval ofrestricting consummation of the Closing or impeding, interfering with or delaying the Closing. Notwithstanding anything in this Agreement to the contrary, the entry into any settlement with a Governmental Entity or intervenor, or any exemption by, the filing with any Governmental Entity or the publication of any document containing any commitments regarding a Required Regulatory Approval of any Party or their Affiliates, must be mutually agreed - 47 - between Seller and Purchaser, provided that nothing in this sentence shall modify or diminish any of Seller’s or Purchaser’s obligations under this Section ‎5.5. (which actions d) Notwithstanding the foregoing or anything else in this Agreement to the contrary, neither Purchaser nor any of its Affiliates shall include furnishing all information be required under any Competition to, and Foreign Investment Laws or with respect to any other Required Approval) required to be obtained or made by Purchaser or Parent or neither Seller nor the Company nor any of their respective Subsidiaries Affiliates shall, in connection with obtaining the Pre-Closing RestructuringRequired Regulatory Approvals or setting such filings for hearing, the Sale and the settlement or other transactions contemplated by this Agreementinvestigation, and (iii) the execution and delivery of any additional instruments necessary to consummate the Pre-Closing Restructuring, the Closing and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Additionally, each of Parent and Purchaser shall takeconsent to, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement and shall not take any action after action, in each case, that, individually or in the date of this Agreement that aggregate, would reasonably be expected to delay have a material adverse effect on the business, assets, results of operations or financial condition of Purchaser and its Affiliates (including the Company), taken as a whole, after giving effect to the Sale; provided, that Purchaser and its Affiliates (including the Company) shall be deemed to be the same size as the Company for purposes of this Section ‎5.5(d) (any such action or requirement, a “Purchaser Burdensome Condition”); and provided further, any regulatory mitigation action taken by Purchaser in connection with the transactions contemplated by the Plants EIPA or any mitigation ordered relating directly to the transactions contemplated by the Plants EIPA shall not be taken into account in the determination of whether there has been a Purchaser Burdensome Condition. For the avoidance of doubt, none of the exclusions set forth in the definition of “Company Material Adverse Effect” shall be deemed to apply to any reference to “material adverse effect” in this Section ‎5.5(d). (e) Notwithstanding the foregoing or anything else in this Agreement to the contrary, neither Seller nor any of its Affiliates shall be required to, and neither Purchaser nor any of its Affiliates shall, in connection with obtaining ofthe Required Regulatory Approvals or setting such filings for hearing, settlement or other investigation, consent to, or result take any action, in not obtainingeach case, that, (i) would require Seller or any consentof its Affiliates (other than the Company) to commit to or effect, clearanceby consent decree, expiration hold separate order or termination otherwise, the sale, divestiture, licensing or disposition of any assets or business, other than any assets or business of the Unregulated Non-Retail Business, (ii) individually or in the aggregate, would reasonably be expected to have a waiting periodmaterial adverse effect on the business, authorizationassets, Order results of operations or approval offinancial condition of Seller’s remaining electric businesses, other than the Unregulated Non-Retail Business, taken as a whole, after giving effect to the Sale; provided, that for the purposes of this clause (ii) such remaining electric businesses shall be deemed to be the same size as the Company; (iii) individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, assets, results of operations or financial condition of the Unregulated Non-Retail Business, taken as a whole; provided, that for the purposes of this clause (iii) the Unregulated Non-Retail Business shall be deemed to be the same size as the Company, or (iv) individually or in the aggregate, would have a material adverse effect on the manner in which the remaining transmission or generation assets of Seller or any exemption byof its Affiliates are operated, including a change in control over such operations (any Governmental Entity necessary such action or requirement in (i), (ii), (iii) or (iv), a “Seller Burdensome Condition”); and provided, further, that none of the obligations of Seller or any of its Affiliates set forth in or contemplated by the Ancillary Agreements (in, for the avoidance of doubt, the forms attached to this Agreement), the matters set forth in Section 5.20 or the matters set forth in Section 5.20(a)(ii) of the Seller Disclosure Letter shall be obtained at taken into account in the determination of whether there has been a Seller Burdensome Condition. - 48 - (f) Notwithstanding the foregoing or prior anything else in this Agreement to the contrary, neither Seller nor Purchaser shall be required to, and neither Seller nor Purchaser shall, in connection with obtaining the Required Regulatory Approvals, consent to the taking of any action or the imposition of any terms, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the Pre-Closing Restructuring or occurrence of the Closing.. (g) In furtherance, and not in limitation, of Sections ‎5.5(a), ‎5.5(b) and ‎5.5(c), but subject to the limitations set forth in Section ‎5.5(d) (with respect to Purchaser and its Affiliates) and Section ‎5.5(e) (with respect to Seller and its Affiliates), Seller and Purchaser will, and will cause their respective Affiliates to, cooperate with each other and use reasonable best efforts to cause the FERC to accept for filing pursuant to Section 205 of the Federal Power Act, 18 U.S.C. s. 824d (“Section 205”) the Final Ancillary Documents. 5.6

Required Actions. (a) Purchaser and Parent shall use reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most an expeditious manner possible the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Pre-Closing Restructuring, the Closing Sale and the other transactions contemplated by this Agreement, (ii) taking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity (which actions shall include furnishing all information required under any Competition and Foreign Investment Laws or with respect to any other Required Approvalapplicable Laws relating to the filings and/or notifications set forth on Section 6.3(c) of the Disclosure Schedule) required to be obtained or made by Purchaser or Parent or any of their respective Subsidiaries in connection with the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, and (iii) the execution and delivery of any additional instruments necessary to consummate the Pre-Closing Restructuring, the Closing Sale and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Additionally, each of Parent and Purchaser shall use reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement and shall use reasonable best efforts not to take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the consummation of the Pre-Closing Restructuring or the Closing.

Required Actions. (a) Purchaser and Parent the Sellers shall use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most expeditious manner possible the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Pre-Closing Restructuring, the Closing and the other transactions contemplated by this Agreement, (ii) taking all actions reasonably necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity (which actions shall include furnishing all information required under any Competition and Foreign Investment Laws the HSR Act or with respect to any other Required ApprovalCompetition Laws) required to be obtained or made by Purchaser or Parent the Sellers or any of their respective Subsidiaries Affiliates in connection with the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, and (iii) the execution and delivery of any additional instruments necessary to consummate the Pre-Closing Restructuring, the Closing and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Additionally, each of Parent the Sellers and Purchaser shall use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement and and, unless otherwise required by Law or this Agreement, shall use reasonable best effort to not take any action after the date of this Agreement that would reasonably be expected to delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the consummation of the Pre-Closing Restructuring or the Closing.

Required Actions. (a) Purchaser and Parent Seller shall use reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most an expeditious manner possible the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Pre-Closing Restructuring, the Closing Sale and the other transactions contemplated by this Agreement, Agreement and (ii) taking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity (“Regulatory Approvals”) (which actions shall include furnishing all information required under any Competition and Foreign Investment Laws or with respect to any other Required ApprovalRegulatory Laws) required to be obtained or made by Purchaser or Parent Seller or any of their respective Subsidiaries Affiliates in connection with the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, and (iii) Agreement or otherwise become applicable to the execution and delivery of any additional instruments necessary to consummate the Pre-Closing Restructuring, the Closing and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Additionally, each of Parent Seller and Purchaser shall take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement and shall not (and shall cause each of their respective Affiliates and Representatives not to) take any action after the date of this Agreement that would reasonably be expected to (A) prevent, delay or impede the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity necessary Regulatory Approvals required to be obtained at or prior made by Purchaser or Seller or any of their respective Affiliates in connection with the Sale and the other transactions contemplated by this Agreement, or (B) otherwise cause any of the conditions set forth in Article IX of this Agreement to fail to be satisfied or prevent, delay or impede the consummation of the Pre-Closing Restructuring Sale or the Closingany other transaction contemplated by this Agreement.

Required Actions. (a) Purchaser and Parent Seller shall, and shall takecause their respective Affiliates to, or cause to be taken, take all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most expeditious manner possible the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations registrations, notifications and notices required to be filed to consummate the Pre-Closing Restructuring, the Closing Sale and the other transactions contemplated by this Agreement, (ii) taking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity (which actions shall include furnishing all information required under the HSR Act or any other applicable Competition and Foreign Investment Laws or with respect to any other Required Approvalrequired approval) required to be obtained or made by Purchaser or Parent Seller or any of their respective Subsidiaries Affiliates in connection with the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, and (iii) the execution and delivery of any additional instruments necessary to consummate the Pre-Closing Restructuring, the Closing Sale and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Additionally, each of Parent Seller and Purchaser shall, and shall cause their respective Affiliates to, take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement set forth in Article 8 and shall not take any action after the date of this Agreement that would reasonably be expected to delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the consummation Closing or would reasonably be expected to result in the failure to satisfy, or any delay in satisfying, any condition set forth in Article 8. Without limiting the foregoing, Purchaser shall not, and shall cause its Affiliates not to, acquire or agree to acquire, by merger, consolidation, stock or asset purchase or otherwise, any business or corporation, partnership or other business organization or division thereof, or pursue or engage in any merger, business combination, consolidation, acquisition, sale or similar transaction with any other Person, or agree to, solicit, offer, propose or recommend any of the Pre-foregoing, to the extent it would reasonably be expected to delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the Closing Restructuring or would reasonably be expected to result in the Closingfailure to satisfy, or any delay in satisfying, any condition set forth in Article 8.

Required Actions. (a) Purchaser and Parent Seller shall take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most expeditious manner possible the Pre-Closing Restructuring, Sale on the Sale terms and subject to the other transactions contemplated by conditions set forth in this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Pre-Closing Restructuring, the Closing and the other transactions contemplated by this AgreementSale, (ii) taking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity (which actions shall include furnishing all information required under any Competition and Foreign Investment Laws the HSR Act or with respect to any other Required ApprovalCompetition Laws) required to be obtained or made by Purchaser or Parent Seller or any of their respective Subsidiaries Affiliates in connection with the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this AgreementSale, and (iii) the execution and delivery of any additional instruments necessary to consummate the Pre-Closing Restructuring, the Closing and the other transactions contemplated by this Agreement Sale and to fully carry out the purposes of this Agreement. Additionally, each of Parent Seller and Purchaser shall take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement and shall not take any action after the date of this Agreement that would reasonably be expected to delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the consummation of the Pre-Closing Restructuring or the Closing.

Required Actions. (a) Purchaser and Parent shall take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most expeditious manner possible the Pre-Closing Restructuring, the Sale Transactions and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations registrations, notifications and notices required to be filed to consummate the Pre-Closing Restructuring, the Closing Transactions and the other transactions contemplated by this Agreement, (ii) taking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity (which actions shall include furnishing all information required under any applicable Competition and Foreign Investment Laws or with respect to any other Required ApprovalLaws) required under any applicable Laws and/or by this Agreement to be obtained or made by Purchaser or Parent or any of their respective Subsidiaries in connection with the Pre-Closing Restructuring, the Sale Transactions and the other transactions contemplated by this Agreement, and (iii) the execution and delivery of any additional instruments necessary to consummate the Pre-Closing Restructuring, the Closing Transactions and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Additionally, each of Parent and Purchaser shall take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement and shall not take any action after the date of this Agreement that would reasonably be expected to delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the consummation Closing and, in the case of the Pre-any Deferred Closing Restructuring or Governmental Approval, after the Closing.

Required Actions. (a) Purchaser Parent and Parent the Sellers shall, and shall cause their respective Affiliates to, use their reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most expeditious manner possible the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this AgreementAgreement as promptly as reasonably practicable, including (i) the preparation and filing of all forms, registrations and notices required or advisable to be filed to consummate the Pre-Closing Restructuring, the Closing Sale and the other transactions contemplated by this Agreement, (ii) taking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, waiver, permit authorization, Order or approval of, or any exemption by, any Governmental Entity (which actions shall include furnishing all information required under any Competition and Foreign Investment Laws the HSR Act or with respect to any other Required Approvalapplicable Laws) required or advisable to be obtained or made by Purchaser Parent or Parent the Sellers or any of their respective Subsidiaries Affiliates in connection with the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, and (iii) the execution and delivery of any additional instruments necessary to consummate the Pre-Closing Restructuring, the Closing Sale and the other transactions contemplated by this Agreement hereunder and to fully carry out the purposes of this Agreement. Additionally, each of Parent the Sellers and Purchaser Parent shall, and shall cause their respective Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions, and shall use reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement and shall not take any action after Agreement, in each case subject to the date other provisions of this Agreement that would reasonably be expected Section 5.03. Subject to delay Section 5.07, the obtaining of, or result “reasonable best efforts” of the Sellers hereunder shall in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, no event require Parent or any exemption by, of its Subsidiaries or Affiliates to provide any Governmental Entity necessary financing to be obtained at Purchaser Parent or prior to its Affiliates in connection with the consummation of the Pre-Closing Restructuring Sale or the Closingany other transactions contemplated by this Agreement.

Required Actions. (a) Purchaser Purchaser, Everest, Olympus and Parent Trango (and for the purpose of this Section 7.6, references to Trango, shall to the extent any other Seller is requested, requisitioned or otherwise required by a Governmental Entity to participate in any of the following, include any such other Seller) shall use its reasonable endeavors to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most expeditious manner possible the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this AgreementSale, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Pre-Closing Restructuring, Sale or otherwise required by any Party or any of its Affiliates under applicable Law in relation to this Agreement or the Closing and the other transactions contemplated by this AgreementSale, (ii) taking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order Order, confirmation of non-objection or approval of, or any exemption by, any Governmental Entity (which actions shall include furnishing all information required under any Competition applicable Laws, including Antitrust Laws, and Foreign Investment Laws or in connection with respect to any other Required Approvalthe Regulatory Approvals) required or advisable to be obtained or made by Purchaser Purchaser, Everest, Olympus or Parent any Seller or any of their respective Subsidiaries Affiliates in connection with this Agreement or the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this AgreementSale, and (iii) the execution and delivery of any additional instruments necessary to consummate the Pre-Closing Restructuring, the Closing and the other transactions contemplated by this Agreement Sale and to fully carry out the purposes of this Agreement. Additionally, each of Parent Purchaser, Everest, Olympus and Purchaser Trango shall use its reasonable endeavors to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws Law to fulfill fulfil all conditions precedent to this Agreement and shall not take any action after the date of this Agreement that would reasonably be expected to delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the consummation of the Pre-Closing Restructuring or the ClosingAgreement.

Required Actions. (a) Each of Purchaser Guarantor, Purchaser and Parent shall use reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most expeditious manner possible the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations registrations, notifications and notices required to be filed to consummate the Pre-Closing Restructuring, the Closing Sale and the other transactions contemplated by this Agreement, (ii) taking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity (which actions shall include furnishing all information required under any Competition and Foreign Investment Laws or with respect to any other Required Approvalapplicable Regulatory Laws) required under any applicable Laws and/or by this Agreement to be obtained or made by Purchaser or Parent or any of their respective Subsidiaries in connection with the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, and (iii) the execution and delivery of any additional instruments necessary to consummate the Pre-Closing Restructuring, the Closing Sale and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Additionally, each of Parent Parent, Purchaser Guarantor and Purchaser shall take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement and shall not take any action after the date of this Agreement that would reasonably be expected to (x) delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the Closing or (y) cause any of the conditions precedent to the transactions contemplated by this Agreement to fail to be satisfied or to prevent, delay or impede the consummation of the Pre-Closing Restructuring Sale or the Closingany other transaction contemplated by this Agreement.

Required Actions. (a) Purchaser and Parent The Parties shall take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most an expeditious manner possible the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this AgreementTransactions, including (i) the preparation and filing of all forms, registrations and notices required known to be filed to required consummate the Pre-Closing Restructuring, the Closing and the other transactions contemplated by this AgreementTransactions, (ii) taking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a any waiting period, authorization, Order order or approval of, or any exemption by, any Governmental Entity (which actions shall include furnishing all necessary information required under any Competition and Foreign Investment Laws or with respect to any other Required ApprovalAntitrust Laws) required to be obtained or made by Purchaser or Parent or any of their respective Subsidiaries in connection with the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this AgreementTransactions, and (iii) the execution and delivery of any additional instruments necessary to consummate the Pre-Closing Restructuring, the Closing and the other transactions contemplated by this Agreement Transactions and to fully carry out the purposes of this Agreement. Additionally, each of Parent and Purchaser the Parties shall use reasonable best efforts to take, or cause to be taken, all actions, and use reasonable best effort to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws necessary to fulfill all satisfy the closing conditions precedent to this Agreement set forth in Article III and shall not take any action after prior to the date of this Agreement Closing Date that would reasonably be expected to delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the consummation Closing. (b) Prior to the Closing, to the extent not prohibited by applicable Law, the Purchaser and the Company shall each keep the other apprised of the Pre-Closing Restructuring status of matters relating to the completion of the Transactions and work cooperatively in connection with obtaining all required consents, clearances, expirations or terminations of waiting periods, authorizations, orders or approvals of, or any exemptions by, any Governmental Entity. In that regard, prior to the Closing, subject to the Confidentiality Agreement, to the extent not prohibited by applicable Law, each of the Purchaser and the Company, on behalf of itself and the other XXXX Entities, and the Seller Parties, shall promptly consult with the other Parties to provide any necessary information with respect to all filings made by such party with any Governmental Entity in connection with this Agreement or the ClosingTransactions. Subject to the Confidentiality Agreement, to the extent not prohibited by applicable Law, the Purchaser and the Company shall promptly inform the other Party, of any communication from any Governmental Entity regarding the Transactions, and permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed written or oral communication or submission with or to any such Governmental Entity. If any Party or its representative receives a request for additional information or documentary material from any Governmental Entity with respect to the Transactions, then such Party will make, or cause to be made, promptly and after consultation with the other Parties, an appropriate response in compliance with such request. Except as otherwise required by applicable Law, no Party shall participate in any meeting with any Governmental Entity in connection with this Agreement or the Transactions, or with any other Person in connection with any Proceeding by a private party relating to any Antitrust Laws in connection with this Agreement or the Transactions, or make oral submissions at meetings or in telephone or other conversations, unless it consults with the other Parties in advance and, to the extent not prohibited by such Governmental Entity or applicable Law, gives the other Parties the opportunity to attend and participate thereat. Each of the Purchaser and the Company, as each deems advisable and necessary, may reasonably designate any competitively sensitive material provided to the other party under this Agreement as “outside counsel/in-house counsel only.” Such designated materials and any materials provided by the Parties to each other pursuant to this Section 7.4, and the information contained therein, shall be given only to the outside legal counsel and in-house counsel of the recipient and shall not be disclosed by such outside counsel and in-house counsel to employees (other than in-house counsel), officers or directors of the recipient unless express permission is obtained in advance from the source of the materials or its legal

Required Actions. (a) Purchaser Guarantor, Purchaser and Parent the Sellers shall take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most expeditious manner possible the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations registrations, notifications and notices required to be filed to consummate the Pre-Closing Restructuring, the Closing Sale and the other transactions contemplated by this Agreement, (ii) taking and causing their respective Affiliates to take all actions necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity (which actions shall include furnishing all information required under any Competition and Foreign Investment Laws the HSR Act or with respect to any other Required Approvalapplicable Competition Laws) required to be obtained or made by Purchaser or Parent any of the Sellers or any of their respective Subsidiaries applicable Affiliates in connection with the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, and (iii) the execution and delivery of any additional instruments necessary to consummate the Pre-Closing Restructuring, the Closing Sale and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Additionally, each of Parent the Sellers, Purchaser Guarantor and Purchaser shall take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement so as to enable the Closing to occur as promptly as possible and shall not take take, and shall cause their respective Affiliates not to take, any action after the date of this Agreement that would reasonably be expected to delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the consummation of the Pre-Closing Restructuring or the Closing.

Required Actions. (a) Subject to any different standard expressly set forth herein with respect to any covenant or agreement of the parties hereto, Purchaser and Parent Seller shall, and shall cause their respective Subsidiaries to, use reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most an expeditious manner possible the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Pre-Closing Restructuring, the Closing and the other transactions contemplated by this Agreement, Agreement and (ii) taking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity (“Regulatory Approvals”) (which actions shall include furnishing all information required under any Competition and Foreign Investment Laws or with respect to any other Required ApprovalRegulatory Laws) required to be obtained or made by Purchaser or Parent Seller or any of their respective Subsidiaries Affiliates in connection with the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, and (iii) the execution and delivery of any additional instruments necessary to consummate the Pre-Closing Restructuring, the Closing and the other transactions contemplated by this Agreement and or otherwise become applicable to fully carry out the purposes of transactions contemplated by this Agreement. Additionally, each of Parent Seller and Purchaser shall take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement and shall not (and shall cause each of their respective Affiliates and Representatives not to) take any action after the date of this Agreement that would reasonably be expected to (A) prevent, materially delay or impede the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity necessary Regulatory Approvals required to be obtained at or prior made by Purchaser or Seller or any of their respective Affiliates in connection with the transactions contemplated by this Agreement, or (B) otherwise cause any of the conditions set forth in Article IX of this Agreement to fail to be satisfied or prevent, materially delay or impede the consummation of the Pre-Closing Restructuring or the Closingtransactions contemplated by this Agreement.

Required Actions. (a) Purchaser Purchaser, on the one hand, and Parent each Seller, on the other hand, shall take, as promptly as practicable, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most an expeditious manner possible the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Pre-Closing Restructuring, the Closing Sale and the other transactions contemplated by this Agreement, (ii) taking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity (which actions shall include furnishing all information required under any Competition and Foreign Investment Laws or with respect to any other Required ApprovalLaws) required to be obtained or made by Purchaser Purchaser, any Seller or any other member of the Parent Group, or any of their respective Subsidiaries in connection with the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, and (iii) the execution and delivery of any additional instruments necessary to consummate the Pre-Closing Restructuring, the Closing Sale and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Additionally, each of Parent Seller, on the one hand, and Purchaser Purchaser, on the other hand, shall take, as promptly as practicable, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement and shall not take any action after the date of this Agreement that would reasonably be expected to delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the consummation of the Pre-Closing Restructuring or the Closing.

Required Actions. (a) Purchaser Purchaser, Everest, Olympus and Parent Trango (and for the purpose of this Section 7.6, references to Trango, shall to the extent any other Seller is requested, requisitioned or otherwise required by a Governmental Entity to participate in any of the following, include any such other Seller) shall use its reasonable endeavors to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most expeditious manner possible the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this AgreementSale, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Pre-Closing Restructuring, Sale or otherwise required by any Party or any of its Affiliates under applicable Law in relation to this Agreement or the Closing and the other transactions contemplated by this AgreementSale, (ii) taking all actions necessary to obtain (and cooperating with each 118 other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order Order, confirmation of non-objection or approval of, or any exemption by, any Governmental Entity (which actions shall include furnishing all information required under any Competition applicable Laws, including Antitrust Laws, and Foreign Investment Laws or in connection with respect to any other Required Approvalthe Regulatory Approvals) required or advisable to be obtained or made by Purchaser Purchaser, Everest, Olympus or Parent any Seller or any of their respective Subsidiaries Affiliates in connection with this Agreement or the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this AgreementSale, and (iii) the execution and delivery of any additional instruments necessary to consummate the Pre-Closing Restructuring, the Closing and the other transactions contemplated by this Agreement Sale and to fully carry out the purposes of this Agreement. Additionally, each of Parent Purchaser, Everest, Olympus and Purchaser Trango shall use its reasonable endeavors to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws Law to fulfill fulfil all conditions precedent to this Agreement and shall not take any action after the date of this Agreement that would reasonably be expected to delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the consummation of the Pre-Closing Restructuring or the ClosingAgreement.

Required Actions. (a) Purchaser Subject to the terms and Parent conditions set forth in this Agreement, Parent, Acquirer and the Company shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to take, or cause to be taken, all actions, actions and do, or cause to be done, all things reasonably necessary, proper or advisable under any applicable Applicable Laws to consummate and make effective in the most expeditious manner possible the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this AgreementTransactions, including (i) the preparation and filing of all forms, registrations registrations, notifications and notices required to be filed to consummate the Pre-Closing Restructuring, the Closing and the other transactions contemplated by this AgreementTransactions, (ii) taking all actions reasonably necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order Order, non-objection or approval of, or any exemption by, any Governmental Entity (which actions shall include furnishing all information Authority required under any Competition and Foreign Investment Laws or with respect to any other Required Approval) required advisable to be obtained or made by Purchaser Acquirer or Parent the Company or any of their respective Subsidiaries Affiliates in connection with the Pre-Closing RestructuringTransactions (including, for the avoidance of doubt, the Sale and the other transactions contemplated by this AgreementRequired Approvals), and (iii) the execution and delivery of any additional instruments necessary to consummate the Pre-Closing Restructuring, the Closing and the other transactions contemplated by this Agreement Transactions and to fully carry out the purposes of this Agreement. Additionally, each Each of Parent and Purchaser the Company shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to take, or cause to be taken, all actions, actions and do, or cause to be done, all things reasonably necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement set forth in Article 9. Each of Parent, Acquirer and the Company shall not, and shall cause its respective Affiliates not to, take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order Order, non-objection or approval of, or any exemption by, any Governmental Entity Authority necessary to be obtained at or prior to the consummation Closing or would reasonably be expected to result in the failure to satisfy, or any material delay in satisfying, any condition set forth in Article 9, including acquiring or agreeing to acquire, by merger, consolidation, stock or asset purchase or otherwise, any business or corporation, partnership or other business organization or division thereof, or pursue or engage in any merger, business combination, consolidation, acquisition, sale or similar transaction with any other Person, or agreeing to, soliciting, offering, proposing or recommending any of the Preforegoing, to the extent it would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order, non-objection or approval of, or any exemption by, any Governmental Authority necessary to be obtained at or prior to the Closing Restructuring or would reasonably be expected to result in the Closingfailure to satisfy, or any material delay in satisfying, any condition set forth in Article 9.

Required Actions. (a) Purchaser and Parent Seller shall, and shall takecause their respective Affiliates to, or cause use reasonable best efforts to be taken, take all actions, and do, or cause to be done, all things reasonably necessary, proper or advisable under any applicable Laws to consummate and make effective in the most expeditious manner possible the Pre-Closing Restructuring, the as soon as reasonably practicable each Sale and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations registrations, notifications and notices required to be filed to consummate the Pre-Closing Restructuring, the Closing such Sale and the other transactions contemplated by this Agreement, (ii) taking all actions reasonably necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity (which actions shall include furnishing all information required under the HSR Act or any other applicable Competition and Foreign Investment Laws or under the FPA or with respect to any other Required Approval) required to be obtained or made by Purchaser or Parent Seller or any of their respective Subsidiaries Affiliates in connection with the Pre-Closing Restructuring, the such Sale and the other transactions contemplated by this Agreement, and (iii) the execution and delivery of any additional instruments necessary to consummate the Pre-Closing Restructuring, the Closing such Sale and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Additionally, each of Parent Seller and Purchaser shall, and shall cause their respective Affiliates to, take, or cause to be taken, all actions, and do, or cause to be done, all things reasonably necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement set forth in Article VII and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to any applicable Closing or would reasonably be expected to result in the consummation failure to satisfy, or any delay in satisfying, any condition set forth in Article VII. Without limiting the foregoing, Purchaser shall not, and shall cause its Affiliates not to, acquire or agree to acquire, by merger, consolidation, stock or asset purchase or otherwise, any business or corporation, partnership or other business organization or division thereof, or pursue or engage in any merger, business combination, consolidation, acquisition, sale or similar transaction with any other Person, or agree to, solicit, offer, propose or recommend any of the Pre-foregoing, to the extent it would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to any applicable Closing Restructuring or would reasonably be expected to result in the Closingfailure to satisfy, or any material delay in satisfying, any condition set forth in Article VII.

Required Actions. (a) Purchaser and Parent Seller shall, and shall takecause their respective Affiliates to, or cause to be taken, take all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most expeditious manner possible the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations registrations, notifications and notices required to be filed to consummate the Pre-Closing Restructuring, the Closing Sale and the other transactions contemplated by this Agreement, (ii) taking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, declaratory ruling, Order or approval of, or any exemption by, any Governmental Entity (which actions shall include furnishing all information required under the HSR Act or any other applicable Competition and Foreign Investment Laws or under the FPA, NYPSL or with respect to any other Required ApprovalApproval and including the actions set forth on Section 5.3(a) of the Seller Disclosure Schedule) required to be obtained or made by Purchaser or Parent Seller or any of their respective Subsidiaries Affiliates in connection with the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, and (iii) the execution and delivery of any additional instruments necessary to consummate the Pre-Closing Restructuring, the Closing Sale and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Additionally, each of Parent Seller and Purchaser shall, and shall cause their respective Affiliates to, take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement set forth in Article VIII and shall not take any action after the date of this Agreement that would reasonably be expected to delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, declaratory ruling, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the consummation Closing or would reasonably be expected to result in the failure to satisfy, or any delay in satisfying, any condition set forth in Article VIII. Without limiting the foregoing, with the exception of actions or circumstances under NYPSC Case 21-E-0196 or FERC Docket No. EC21-74, Purchaser shall not, and shall cause its Affiliates not to, acquire or agree to acquire, by merger, consolidation, stock or asset purchase or otherwise, any business or corporation, partnership or other business organization or division thereof, or pursue or engage in any merger, business combination, consolidation, acquisition, sale or similar transaction with any other Person, or agree to, solicit, offer, propose or recommend any of the Pre-foregoing, to the extent it would reasonably be expected to delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, declaratory ruling, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the Closing Restructuring or would reasonably be expected to result in the Closingfailure to satisfy, or any delay in satisfying, any condition set forth in Article VIII.

Required Actions. (a) Purchaser and Parent Seller shall, and shall takecause their respective Affiliates to, or cause to be taken, take all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most expeditious manner possible the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations registrations, notifications and notices required to be filed to consummate the Pre-Closing Restructuring, the Closing Sale and the other transactions contemplated by this Agreement, (ii) taking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, declaratory ruling, Order or approval of, or any exemption by, any Governmental Entity (which actions shall include furnishing all information required under the HSR Act or any other applicable Competition and Foreign Investment Laws or under the FPA or with respect to any other Required Approval) required to be obtained or made by Purchaser or Parent Seller or any of their respective Subsidiaries Affiliates in connection with the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, and (iii) the execution and delivery of any additional instruments necessary to consummate the Pre-Closing Restructuring, the Closing Sale and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Additionally, each of Parent Seller and Purchaser shall, and shall cause their respective Affiliates to, take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement set forth in Article VIII and shall not take any action after the date of this Agreement that would reasonably be expected to delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, declaratory ruling, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the consummation Closing or would reasonably be expected to result in the failure to satisfy, or any delay in satisfying, any condition set forth in Article VIII. Without limiting the foregoing, with the exception of actions or circumstances under FERC Docket No. EC21-74, Purchaser shall not, and shall cause its Affiliates not to, acquire or agree to acquire, by merger, consolidation, stock or asset purchase or otherwise, any business or corporation, partnership or other business organization or division thereof, or pursue or engage in any merger, business combination, consolidation, acquisition, sale or similar transaction with any other Person, or agree to, solicit, offer, propose or recommend any of the Pre-foregoing, to the extent it would reasonably be expected to delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, declaratory ruling, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the Closing Restructuring or would reasonably be expected to result in the Closingfailure to satisfy, or any delay in satisfying, any condition set forth in Article VIII.

Required Actions. (a) Subject to the terms and conditions of this Agreement, Purchaser and Parent shall use reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most an expeditious manner possible the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Pre-Closing Restructuring, the Closing Sale and the other transactions contemplated by this Agreement, (ii) taking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity (which actions shall include furnishing all information required under any Competition and Foreign Investment Laws or with respect to any other Required ApprovalLaws) required to be obtained or made by Purchaser or Parent or any of their respective Subsidiaries in connection with the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, and (iii) the execution and delivery of any additional instruments necessary to consummate the Pre-Closing Restructuring, the Closing Sale and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Additionally, subject to the terms and conditions of this Agreement, each of Parent and Purchaser shall use reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement and shall use reasonable best efforts not to take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the consummation of the Pre-Closing Restructuring or the Closing.

Required Actions. (a) Purchaser and Parent the Sellers shall use reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most expeditious manner possible the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, including (i) the preparation using reasonable best efforts to prepare and filing of file all forms, registrations registrations, notifications and notices required to be filed to consummate the Pre-Closing Restructuring, the Closing Sale and the other transactions contemplated by this Agreement, (ii) taking using reasonable best efforts to take all actions necessary to obtain (and cooperating with each other in obtaining) any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity (which actions shall include furnishing all information required under the HSR Act or any other applicable Competition and Foreign Investment Laws or with respect to any other Required Approval) required to be obtained or made by Purchaser or Parent the Sellers or any of their respective Subsidiaries in connection with the Pre-Closing Restructuring, the Sale and the other transactions contemplated by this Agreement, and (iii) the execution using reasonable best efforts to execute and delivery of deliver any additional instruments necessary to consummate the Pre-Closing Restructuring, the Closing Sale and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Additionally, each of Parent the Sellers and Purchaser shall use reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to fulfill all conditions precedent to this Agreement and shall not take any action after the date of this Agreement that would reasonably be expected to delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Entity necessary to be obtained at or prior to the consummation of the Pre-Closing Restructuring or the Closing.