Common use of Support of Transaction Clause in Contracts

Support of Transaction. Without limiting any covenant contained in Article V or Article VI, Acquiror and Sellers shall each, and shall each cause their respective Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, Sellers or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby and (c) take such other actions as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of Article VIII or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, any Sellers or any Company be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such Company is a party. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed).

Support of Transaction. Without limiting or expanding any covenant contained in Article V VII or Article VIVIII, Acquiror including the obligations of the Company and Sellers Monocle with respect to the notifications, filings, reaffirmations and applications described in Section 7.3 and Section 8.2, which obligations shall control to the extent of any conflict with this Section 9.1, Monocle and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents consents, clearances and approvals required to be obtained in connection with the transactions contemplated hereby, including for the avoidance of doubt the FAA, European Aviation Safety Agency (“EASA”) or any applicable foreign Civil Aviation Authority (“CAA”), (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquirorthe Monocle Parties, Sellers the Company, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Mergers and (c) take such other actions action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of Article VIII X or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable, including, for the avoidance of doubt and with respect to (i) Holder Representative, exercising the option described in Section 5.1 of the Amended and Restated Stockholders Agreement to cause each of the Company Stockholders to validly waive, in writing, pursuant to Delaware Law any rights of appraisal or rights to dissent from the Merger or to demand fair value for such Company Stockholders’ equity securities of the Company in connection with the Merger, in each case to the extent applicable and (ii) the Company, making available to Monocle for use in connection with, and contingent upon, the Closing, the cash and cash equivalents of the Company and its Subsidiaries (excluding (x) the aggregate amount of outstanding and unpaid checks issued by or on behalf of the Company or its Subsidiaries as of such time and (y) any cash or cash equivalents of the Company or its Subsidiaries not freely usable by the Company or its Subsidiaries because it is subject to restrictions, limitations or Taxes on use or distribution by Law, Contract or otherwise). Notwithstanding the foregoing, in no event shall Acquiror, any Sellers the Company or any Company of its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such the Company is a party. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after Subsidiaries is a party in connection with the Closing, consummation of the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed)Mergers.

Support of Transaction. Without limiting any covenant contained in Article V or Article VI, Acquiror and Sellers shall each, and shall each cause their respective Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, Sellers or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby and (c) take such other actions as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of Article VIII or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicableon the terms and subject to satisfaction or waiver of each of the conditions specified herein. Notwithstanding Without limiting the generality of the foregoing, in no event shall promptly after the date hereof, if and when requested by Acquiror, any Sellers or any Company be obligated shall cause the Companies to bear any material expense or pay any material fee or grant any material concession in connection communicate with obtaining any consents, authorizations or approvals required in order to consummate each Person identified on Schedule 3.4 regarding the transactions contemplated hereby pursuant and shall promptly, but in any event within three (3) Business Days after learning thereof, inform Acquiror if any such Person thereafter terminates or materially reduces, or threatens in writing to terminate or reduce, its business with the terms Companies and promptly provide such further information with respect thereto as is available and reasonably requested by Acquiror. Furthermore, at the written request of any Contract to which such Company is a party. Notwithstanding anything to Acquiror delivered within five (5) Business Days of the contrary date hereof, the Sellers shall, and shall cause the Companies to, cooperate reasonably with Acquiror in this Agreement, in connection with obtaining any consents, authorizations or approvals consents required in order to consummate such that the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part Brazilian Lines of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, Credit remain outstanding after the Closing, the Companies; provided that, without limiting any other amounts that are be included in the prior written consent computation of Acquiror Closing Date Indebtedness (not including principal, interest, termination fees, prepayment penalties and other fees and expenses), any fees or similar amounts required to be unreasonably withheldpaid to cause such Brazilian Lines of Credit to remain outstanding shall be paid by Acquiror at or after the Closing and such fees or similar amounts shall not be included in the computation of Closing Date Indebtedness, conditioned Closing Date Company Transaction Expenses or delayed)Closing Date Working Capital.

Support of Transaction. Without limiting any covenant contained in Article V VII or Article VIVIII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 7.03, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, Acquiror and Sellers the Company shall each, and each shall each cause their respective Subsidiaries to, and the Company shall cause the Group Companies to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental governmental, regulatory and regulatory other consents required to be obtained in connection with the transactions contemplated herebyTransactions, (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, Sellers the Company, the Group Companies or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions; provided that, to the extent agreed to in writing by Acquiror, the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Material Contracts with the Company, its Subsidiaries or any Group Company, and (c) take such other actions action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Party set forth in Article VIII X or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, the Company, any Sellers of its Subsidiaries, or any Group Company be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such the Company, any of its Subsidiaries or any Group Company is a party. Notwithstanding anything to the contrary in this Agreement, party or otherwise required in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence consummation of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed)Transactions.

Support of Transaction. Without limiting any covenant contained in Article V ARTICLE VII or Article VIARTICLE VIII, Acquiror including the obligations of CorpAcq Holdco and Sellers CCVII with respect to the notifications, filings, reaffirmations and applications described in Section 9.01, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.02, CCVII and the CorpAcq Parties shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorCCVII, Sellers CorpAcq Holdco, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions, provided that, CorpAcq Holdco and the Company shall not be required to seek any such required consents or approvals of third party counterparties to Material Contracts with the Company or CorpAcq Holdco or its Subsidiaries to the extent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto unless otherwise agreed in writing by CxxxXxx Xxxxxx and CCVII, and (cb) use reasonable best efforts to take such other actions action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of Article VIII the other Party set forth in ARTICLE X or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorCCVII, any Sellers CorpAcq Holdco, the Company, Merger Sub or any Company of their Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such Company is a party. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror CorpAcq Holdco or any of its Affiliates, including, after Subsidiaries is a party or otherwise required in connection with the Closing, consummation of the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed)Transactions.

Support of Transaction. (a) Without limiting any covenant contained in Article V VI or Article VIVII, Acquiror except as otherwise set forth in Section 8.09 and Sellers shall eachSection 8.10, each of SPAC, Merger Sub and the Company shall, and the Company shall each cause their respective its Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated herebyTransactions, (b) use commercially reasonable best efforts to take, or cause to be taken, and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including using commercially reasonable efforts to obtain all material consents and approvals of third parties and Governmental Authorities that any of AcquirorSPAC, Sellers the Company, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions; provided that in no event shall SPAC, Merger Sub, the Company or its Subsidiaries be obligated to bear any material expense, pay any material fee or grant any material concession in connection with obtaining any such consents or approvals of third parties (other than any Governmental Authority), and none of SPAC, Merger Sub, the Company or its Subsidiaries shall agree to bear any such material expense or pay any such material fee without obtaining the prior written consent of the other Parties, and (c) take such other actions action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Party set forth in Article VIII IX or otherwise to comply with this Agreement Agreement. All fees, costs and to consummate the transactions contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, any Sellers or any Company be obligated to bear any material expense or pay any material fee or grant any material concession expenses incurred by a Party in connection with obtaining any consents, authorizations or approvals the governmental and regulatory consents required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such Company is a party. Notwithstanding anything to the contrary in this Agreement, be obtained in connection with obtaining any consents, authorizations or approvals required in order the Transactions shall be borne fifty percent (50%) by SPAC and fifty percent (50%) by the Company. The Company shall use commercially reasonable efforts to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than an employment agreement with Xxxxx Xxxxxxx, in each case reasonable consultation with SPAC, to become effective as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed).,

Support of Transaction. Without limiting any covenant contained in Article V or Article VI(a) Upon the terms and subject to the conditions of this Agreement, the Company, Acquiror and Sellers Merger Sub shall each, and shall each cause use their respective Subsidiaries to: (a) use reasonable best efforts to assembletake, prepare or cause to be taken, all actions, and file any information (andto do, or cause to be done, all things necessary, proper or advisable in connection with the consummation of the Transactions, including the preparation and filing of all forms, registrations and notices required to be filed with Governmental Authorities or other Persons in connection with the consummation of the transactions contemplated hereby, and the taking of such actions as needed, to supplement such information) as may be are reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents any requisite Consents from any Governmental Authority or other Person. In addition, the Parties shall not take any action (other than any action required to be obtained taken under the terms of this Agreement or required under Applicable Law or to which the other Parties shall have granted their consent) that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any Consent from any Governmental Authority or other Person necessary, proper or advisable to consummate the Transaction; provided, however, that, notwithstanding anything in this Agreement to the contrary, Holder 2 shall not be required to provide any information in any regulatory filing that has not previously been provided to Governmental Authorities in the United States and notwithstanding any other provision of this Agreement, Holder 2 shall be permitted to engage in discussions with a Governmental Authority that has requested such information from Holder 2 in order to limit the information to be provided by Holder 2 to such Governmental Authority if (i) Holder 2 has first provided written notice of such discussion or discussions to Acquiror and (ii) such discussions are limited to the information to be provided by Holder 2 to such Governmental Authority. Further, the Parties agree that Acquiror or an Affiliate thereof will be the advocate before any Governmental Authority or other Person in connection with the transactions contemplated hereby, (b) use reasonable best by this Agreement and will control all efforts that are necessary to obtain all material consents any requisite Consents from any Governmental Authority or other Person, in each case in good faith and approvals close cooperation with the Company. Acquiror shall also have the right to reasonably determine the content, terms and conditions of third parties that any applications and filings, including any amendments and supplements to such applications and filings, necessary or appropriate in connection with the Transactions and to resolve any investigation or other inquiry of Acquirorany Governmental Authority (and the staff thereof) in each case, Sellers or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby and (c) take such other actions as may reasonably be necessary or as another Party may reasonably request advisable to satisfy be made or obtained (in the conditions case of Article VIII such applications or otherwise to comply with this Agreement and to consummate filings) or resolved (in the transactions contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, any Sellers case of such investigations or any Company be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such Company is a party. Notwithstanding anything to the contrary in this Agreementinquiries), in connection with obtaining any consentsthe execution, authorizations or approvals required in order to consummate delivery and performance of this Agreement and the transactions consummation of the Transactions contemplated hereby, Seller . The Company and its Affiliates the Primary Holders agree that they shall not give initiate any undertakings, contact with any Governmental Authority in connection with the Transactions contemplated hereby and shall not make any commitments filings with the Bankruptcy Court or enter into any agreements (other than with the PUCT, in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companiescase, without the prior written consent of Acquiror (the Acquiror, such consent to not to be unreasonably withheld, conditioned or delayed).

Support of Transaction. Without limiting any covenant contained in Article V VI or Article VIVII, Acquiror including the obligations of Buyer with respect to the notifications, filings, reaffirmations and Sellers applications described in Section 6.3 and Section 7.1, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.1, but subject to the limitations set forth in Section 7.1(c), Buyer and Seller shall each, and shall each cause their respective Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorBuyer, Sellers Seller, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby by this Agreement, and (c) take such other actions action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of Article VIII IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, any Sellers Seller or any Company of its Subsidiaries be obligated to (and without the prior written consent of Buyer, none of Seller or any of its Subsidiaries shall) bear any material expense or pay any material fee (other than de minimis expenses or fees) or grant any material concession concessions in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such the Company or any of its Subsidiaries is a party. Notwithstanding anything to the contrary in this Agreement, party in connection with obtaining any consents, authorizations or approvals required in order to consummate the consummation of the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed).

Support of Transaction. Without limiting any covenant contained in Article V ARTICLE VIII or Article VIARTICLE IX, Acquiror including the obligations of the Company and Sellers Buyer with respect to the notifications, filings, reaffirmations and applications described in Section 8.03 and Section 9.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 10.01, Buyer and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated herebyTransactions, (b) use commercially reasonable best efforts to obtain all material consents and approvals of of, and provide notice to, third parties that any of AcquirorBuyer, Sellers the Company, or their respective Affiliates are required to obtain or provide, as applicable, in order to consummate the transactions contemplated hereby Transactions; provided, that Holdings and the Company shall not be required to seek any such required consents or approvals of third party counterparties to Contracts with any Acquired Company to the extent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto unless otherwise agreed in writing by the Company and Buyer, and (c) take such other actions action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of Article VIII the other Party set forth in ARTICLE XI or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, any Sellers Buyer Party or any Acquired Company be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such any Acquired Company is a party. Notwithstanding anything to the contrary in this Agreement, party or otherwise required in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence consummation of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed)Transactions.

Support of Transaction. Without limiting any covenant contained in Article V VII or Article VIVIII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 7.01 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and Sellers the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated herebyTransactions as set forth on Schedule 8.01(a), (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, Sellers the Company, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions as set forth on Schedule 8.01(b) and (c) take such other actions action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of Article VIII X or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, any Sellers Merger Sub or any the Company be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such the Company is a partyparty or otherwise in connection with the consummation of the Transactions. Notwithstanding For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, nothing herein (including this Section 8.01) shall require the Company to use any effort to cause, or attempt to cause, any purchase of any Acquiror Common Stock pursuant to the terms of any Subscription Agreement. Except as required by this Agreement, no Party shall knowingly engage in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments action or enter into any agreements (other than in each case as part of confirming transaction that would reasonably be expected to materially impair or delay a Party’s ability to consummate the continued existence of the Contract, Permit Transactions or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed)perform their respective obligations hereunder.

Support of Transaction. Without limiting any covenant contained in Article V VI or Article VIVII, Acquiror including the obligations of the Company and Sellers SPAC with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, SPAC and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) ), in cooperation and consultation with each other, as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated herebyTransactions, including any required approvals of the FCC, the FAA, or State Regulators for transfers of control of the holders of the Company Licenses and the RDOF Subsidiary, (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties and Governmental Authorities that any of AcquirorSPAC, Sellers the Company, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions, including any required approvals of parties to Material Contracts with the Company or its Subsidiaries, and (c) take such other actions action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of Article VIII IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable, in each case, subject to applicable fiduciary duties. Notwithstanding the foregoing, in no event shall AcquirorSPAC, any Sellers Merger Sub, the Company or any Company its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such the Company or its Subsidiaries is a party. Notwithstanding anything to the contrary in this Agreement, party or otherwise in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence consummation of the Contract, Permit or other regulatory consent, authorization or approvalTransactions. SPAC and the Company shall each pay 50% of all filing fees required by a Governmental Authority in connection with any approval required under clause (a) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed)above.

Support of Transaction. Without limiting any covenant contained in Article V VI or Article VIVII, Acquiror Buyer, the Company and Sellers each Seller shall each, and shall each cause their respective Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorBuyer, Sellers the Sellers, the Company or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby hereby, and (c) take such other actions action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of Article VIII IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicablepracticable (but in any event prior to the Termination Date). Notwithstanding the foregoing, in no event shall AcquirorBuyer, any Sellers the Company or any Company of its Subsidiaries be obligated to bear any material expense or pay any material fee (other than the payment of nominal administrative, processing or similar fees or charges) or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such the Company or any of its Subsidiaries is a party. Notwithstanding anything This Section 8.1 does not apply to the contrary in this Agreementfilings, in connection with obtaining any submissions of information, consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consentactions under or relating to antitrust or competition Laws, authorization or approval) binding upon Acquiror or any which are the subject of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed)Section 8.6.

Support of Transaction. Without limiting any covenant contained in Article V ‎Article 7 or Article VI‎Article 8, Acquiror including the obligations of the Company and Sellers SPAC with respect to the notifications, filings, reaffirmations and applications described in ‎Section 7.03 and ‎Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this ‎Section 9.01, SPAC and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated herebyTransactions, (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorSPAC, Sellers the Company, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions; provided that, the Company shall not be required to seek any such required consents or approvals of third party counterparties to Material Contracts with the Company or its Subsidiaries to the extent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto unless otherwise agreed in writing by the Company and SPAC, and (c) take such other actions action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of Article VIII the other Party set forth in ‎Article 10 or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorSPAC, any Sellers Merger Sub, the Company or any Company of its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such the Company or any of its Subsidiaries is a partyparty or otherwise required in connection with the consummation of the Transactions. Notwithstanding Without breach of any representation, warranty, covenant or agreement of the Company under this Agreement or the Confidentiality Agreement and notwithstanding anything to the contrary in this Agreementcontained herein or therein, in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror Company or any of its AffiliatesSubsidiaries may, includingfollowing consultation with SPAC in good faith, after purchase and/or sell (but may not redeem (including through the SPAC Stockholder Redemption)) shares of SPAC Class A Common Stock at any time prior to the Closing; provided that, the Companies, without Company shall cause all shares so acquired that are owned by the prior written consent Company or any of Acquiror (not its Subsidiaries as of the record date established pursuant to ‎Section 9.02(e) to be unreasonably withheld, conditioned or delayed)voted in favor of each of the SPAC Stockholder Matters.

Support of Transaction. Without limiting any covenant contained in Article V VI or Article VIVII, Acquiror Buyer and Sellers the Company shall each, and shall each cause their respective Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorBuyer, Sellers the Company, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Merger and (c) take such other actions action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of Article VIII IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicablepracticable (but in any event prior to the Termination Date). Buyer and the Company shall each, and shall each cause their respective Subsidiaries to, reasonably cooperate to obtain consents and provide notices to the extent required in connection with the transactions contemplated hereby pursuant to the terms of the leases of real property set forth on Schedule 8.1; provided that in no event shall any failure to obtain any such consent result in the failure of any closing condition to be satisfied. Notwithstanding the foregoing, in no event shall AcquirorBuyer (except as expressly set forth in this Agreement, any Sellers including Section 8.2), the Company or any Company of its Subsidiaries be obligated to bear any material expense or pay any material fee (other than the payment of nominal administrative, processing or similar fees or charges) or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby Merger pursuant to the terms of any Contract to which such the Company is a party. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed)Subsidiaries is a party.

Support of Transaction. Without limiting any covenant contained in Article V VIII or Article VIIX, Acquiror including the obligations of the Company, PubCo, Merger Sub, the Major Shareholders and Sellers RMG II with respect to the notifications, filings, reaffirmations and applications described in Section 8.03 and Section 9.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 10.01, PubCo, Merger Sub, the Company, the Major Shareholders and RMG II shall each, and shall each cause their respective Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, Transactions; (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorPubCo, Sellers Merger Sub, RMG II, the Company, the Major Shareholders or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions, including any required approvals of parties to material Contracts with the Company or its Subsidiaries; and (c) take such other actions action as may reasonably be necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article VIII XI or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorPubCo, any Sellers Merger Sub, RMG II, the Major Shareholders, the Company or any Company the Company’s Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such the Company is a party. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its AffiliatesSubsidiaries is a party or otherwise in connection with the consummation of the Transactions, includingother than filing and similar fees payable to Governmental Authorities, after which shall be borne by the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned Company or delayed)its Subsidiaries.

Support of Transaction. (a) Without limiting any covenant contained in Article V or Article VI, Acquiror including the obligations of Acquiror, Parent and Sellers Seller with respect to the notifications, filings, reaffirmations and applications set forth on Schedule 3.5 as described in Section 5.3 and Section 6.1, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 7.1, Acquiror, on the one hand, and Seller and Parent, on the other hand, shall each, and shall each cause their respective Subsidiaries to: (ai) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (bii) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, Sellers Seller, Parent or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Sale and to perform their obligations under the Transaction Documents and the Permits set forth on Schedule 8.2(c)(vii), and (ciii) take such other actions action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of Article VIII or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicablepracticable and, in any event, prior to the Termination Date. Notwithstanding the foregoing, except to the extent reimbursable pursuant to the TSA, in no event shall Acquiror, any Sellers Parent, Seller or any Company of their respective Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such Company the Parent, Seller or any of their respective Subsidiaries is a party. Notwithstanding anything to the contrary in this Agreement, party in connection with obtaining any consents, authorizations or approvals required in order to consummate the consummation of the Sale and the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming by the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed)Transaction Documents.

Support of Transaction. Without limiting any covenant contained in Article V VII or Article VIVIII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, Acquiror and Sellers the Company shall each, and each shall each cause their respective Subsidiaries to, and the Company shall cause the Group Companies to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental governmental, regulatory and regulatory other consents required to be obtained in connection with the transactions contemplated herebyTransactions, (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, Sellers the Company, the Group Companies or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions; provided that, to the extent agreed to in writing by Acquiror, the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Material Contracts with the Company, its Subsidiaries or any Group Company, and (c) take such other actions action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Party set forth in Article VIII X or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, First Merger Sub, Second Merger Sub, the Company, any Sellers of its Subsidiaries, or any Group Company be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such the Company, any of its Subsidiaries or any Group Company is a party. Notwithstanding anything to the contrary in this Agreement, party or otherwise required in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence consummation of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed)Transactions.

Support of Transaction. Without limiting any covenant contained in Article V VI, Article VII or Article VIVIII, Acquiror Buyer and Sellers Seller shall each, and shall each cause their respective Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorBuyer, Sellers Seller, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby by this Agreement, and (c) promptly take such other actions action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of Article VIII IX or otherwise to comply with this Agreement and to consummate the transactions transaction contemplated hereby as soon as practicablepracticable (but in any event prior to the Termination Date). Notwithstanding the foregoing, in no event shall AcquirorExcept as otherwise specifically provided herein, any Sellers or any Company be obligated to bear any material expense or pay any material fee or grant of any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant by this Agreement shall be borne and paid fifty percent (50%) by Seller and fifty percent (50%) by Buyer. Buyer furthermore shall use its reasonable best efforts (including by substituting an equivalent guaranty and/or a letter of credit of Buyer or an Affiliate thereof) to cooperate with Seller to obtain as soon as practicable following the date hereof (and to be effective from and following the Closing) the full and irrevocable release of Seller from all of its liabilities and obligations under and with respect to the terms of any Contract Lease Guaranty with respect to which such Company is a party. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any consents, authorizations matters first arising or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, occurring after the Closing, subject to the Companiesterm of, without and only to the extent contemplated by, the Lease Guaranty; provided, however, that notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, (a) such release of Seller with respect to the Lease Guaranty shall not be a condition of Seller’s obligation to consummate the Closing, and (b) in the event such release of Seller is not obtained prior written consent to the Closing, Buyer shall, from and after the Closing, indemnify Seller with respect to Damages that Seller may incur or suffer directly in respect of Acquiror a claim by the landlord under the Lease Guaranty which is caused by a breach or default under the Wisconsin Lease first arising or occurring after the Closing Date as a direct result of the actions of Buyer or an Affiliate thereof (not to be unreasonably withheld, conditioned or delayedincluding a member of the Company Group).

Support of Transaction. Without limiting any covenant contained in Article V VII or Article VIVIII, Acquiror including the obligations of the Company, the Seller Parties and Sellers FPAC with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, the Company, the Seller Parties, New Topco and FPAC shall each, and shall each cause their respective Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated herebyTransactions, including with respect to the matter set forth on Schedule 9.01(a); (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquirorthe Company, Sellers the Seller Parties, New Topco and FPAC or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions, including any required approvals of parties to material Contracts with the Company or the Company Subsidiaries; and (c) take such other actions action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of Article VIII X or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, any Sellers party or any Company its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such the Company or the Company Subsidiaries is a party. Notwithstanding anything to the contrary in this Agreement, party or otherwise in connection with obtaining any consentsthe consummation of the Transactions, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming filing and similar fees payable to Governmental Authorities, which shall be borne by the continued existence of Company or the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed)Company Subsidiaries.

Support of Transaction. Without limiting any covenant contained in Article V ARTICLE VIII or Article VIARTICLE IX, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and Sellers applications described in Section 8.03 and Section 9.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 10.01, Acquiror, Holdings and the Company shall each, and shall each cause their respective Subsidiaries to: to use commercially reasonable efforts to (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated herebyTransactions, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, Sellers the Company, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions; provided that, Holdings and the Company shall not be required to seek any such required consents or approvals of third party counterparties to Material Contracts with the Company or its Subsidiaries to the extent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto unless otherwise agreed in writing by the Company and Acquiror, and (c) take such other actions as may reasonably be necessary or action as another Party may reasonably request to satisfy the conditions of Article VIII any other Party set forth in ARTICLE XI or otherwise to comply with this Agreement and to consummate and make effective the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, any Sellers Merger Sub, Holdings, the Company or any Company of its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such the Company or any of its Subsidiaries is a partyparty or otherwise required in connection with the consummation of the Transactions. Notwithstanding Without breach of any representation, warranty, covenant or agreement of Holdings or the Company under this Agreement or the Confidentiality Agreement and notwithstanding anything to the contrary in this Agreementcontained herein or therein, in connection with obtaining any consentsthe Company, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror Holdings or any of its Affiliates, including, after their respective Subsidiaries and Affiliates may purchase and/or sell (but may not redeem (including through the Acquiror Stockholder Redemption)) shares of Acquiror Common Stock at any time prior to the Closing; provided that, the CompaniesCompany and Holdings shall cause all shares so acquired that are owned by the Company, without Holdings or any of their respective Subsidiaries or Affiliates as of the prior written consent of Acquiror (not record date established pursuant to Section 10.02(b) to be unreasonably withheld, conditioned or delayed)voted in favor of each of the Acquiror Stockholder Matters.

Support of Transaction. Without limiting any covenant contained in Article V VII or Article VIVIII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, Acquiror and Sellers the Company shall each, and shall each cause their respective Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated herebyTransactions, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, Sellers the Company, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions; provided that, to the extent agreed to by Acquiror, the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Material Contracts with the Company or its Subsidiaries, and (c) take such other actions action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Party set forth in Article VIII X or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, any Sellers First Merger Sub, Second Merger Sub, the Company or any Company of its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such the Company is a party. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Affiliates, including, after Subsidiaries is a party or otherwise required in connection with the Closing, consummation of the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed)Transactions.

Support of Transaction. Without limiting any covenant contained in Article V V, Article VI or Article VIVII, Acquiror which covenants shall control to the extent of any conflict with the succeeding provisions of this Section 7.4, Zanite, Embraer, EAH and Sellers the Company shall each, and each shall each cause their its respective Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly soon as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use reasonable best efforts to obtain all material consents and approvals of third parties (including any Governmental Authority) that any of AcquirorZanite, Sellers Embraer, EAH or the Company or any of their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Transactions, and (cb) use its reasonable best efforts to take such other actions action as soon as practicable as may be reasonably be necessary or as another Party may reasonably request to satisfy the conditions of Article VIII or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicablepracticable and in accordance with all applicable Law. Notwithstanding anything to the foregoingcontrary contained herein, in no event shall Acquiror, any Sellers Embraer or any Company of its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such the Company or any of its Subsidiaries is a partyparty or will be a party following the Pre-Closing Restructuring or otherwise in connection with the consummation of the Transactions. Notwithstanding anything to the contrary contained herein, in this Agreement, no event shall Zanite be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals required in order pursuant to consummate the transactions contemplated herebyterms of any Contract to which Zanite, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror Company or any of its Affiliates, including, after Subsidiaries is a party or will be a party following the Closing, Pre-Closing Restructuring or otherwise in connection with the Companies, without consummation of the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed)Transactions.

Support of Transaction. Without limiting any covenant contained in Article V VI or Article VIVII, Acquiror Buyer and Sellers the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorBuyer, Sellers the Company, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby Merger, and (c) take such other actions action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of Article VIII IX or otherwise to comply with this Agreement and to consummate the transactions transaction contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorBuyer, any Sellers the Company or any Company of their respective Subsidiaries be obligated to bear any material expense or pay any material fee fee, other than any routine filing fees, or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby Merger pursuant to the terms of any Contract to which such the Company or any of its Subsidiaries is a party. Notwithstanding anything Anything contained in this Agreement (including Sections 6.3 and 7.1) to the contrary in this Agreementnotwithstanding, in connection with obtaining none of Buyer, the Company or any consents, authorizations of their respective Subsidiaries will be required to divest (or approvals required in order agree to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give divest) any undertakings, make any commitments business or enter into any agreements assets (other than in each case as part of confirming one or more businesses (or the continued existence assets thereof) of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror Company or any of its AffiliatesSubsidiaries which businesses together have aggregate annual revenues of no greater than $3,500,000) in connection with the consummation of the transactions contemplated by this Agreement, including, after and the Closing, the CompaniesCompany and its Subsidiaries shall not, without the prior written consent of Acquiror (not to be unreasonably withheldBuyer, conditioned or delayed)take any such action.