Common use of Support of Transaction Clause in Contracts

Support of Transaction. Without limiting any covenant contained in Article VII or Article VIII, including the obligations of the Company and Acquiror 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, Acquiror 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 required to be obtained in connection with the Transactions, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of the Acquiror Parties, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, and (c) use reasonable best efforts to take such other 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 X or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall any Acquiror Party, the Company or any of their respective Subsidiaries be obligated to pay any material consent fees or grant any material concession to any non-governmental third Person in connection with obtaining any consents, authorizations or approvals of such Person pursuant to the terms of any Contract to which any Party or any of its Subsidiaries is a party with such Person.

Support of Transaction. Without limiting any covenant contained in Article VII VI, or Article VIII, including the obligations of the Company and Acquiror 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 9.02VII, Acquiror and the Company shall each, and each shall each cause their respective its Subsidiaries to: 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, (b) use reasonable best efforts to obtain all material consents and approvals of of, and send all notices to, third parties that any of Acquiror or the Acquiror Parties, the Company, Company or their respective Affiliates are required to obtain or send, as applicable, in order to consummate the TransactionsMerger (including, in the case of the Company, the Contracts and Licenses set forth on Section 4.4 of the Company Disclosure Letter), and (cb) use reasonable best efforts to take such other action as may be reasonably be necessary or as another Party party hereto may reasonably request to satisfy the conditions of the other Party set forth in Article X IX or otherwise to comply with this Agreement and to consummate the Transactions transactions contemplated hereby as soon as practicable. Notwithstanding anything to the foregoingcontrary contained herein, no action taken by the Company or Acquiror under this Section 8.4 will constitute a breach of Section 6.1 or Section 7.4, respectively, and in no event shall any Acquiror Party, the Company or any of their respective its Subsidiaries be obligated obliged to bear any material expense or pay any material consent fees fee or grant any material concession to any non-governmental third Person in connection with obtaining any consents, authorizations or approvals of such Person pursuant to the terms of any Contract to which any Party the Company or any of its Subsidiaries is a party or otherwise required in connection with such Personthe consummation of the Merger.

Support of Transaction. Without limiting any covenant contained in Article VII or Article VIII, including the obligations of the Company Company, the Seller Parties and Acquiror FPAC with respect to the notifications, filings, reaffirmations and applications described in Section 9.017.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.029.01, Acquiror the Company, the Seller Parties, New Topco and the Company 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, 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 the Acquiror Company, the Seller Parties, the Company, New Topco and FPAC or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to material Contracts with the Company or the Company Subsidiaries; and (c) use reasonable best efforts to take such other action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of the other Party set forth in Article X or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall any Acquiror Party, the Company party or any of their respective its Subsidiaries be obligated to bear any expense or pay any material consent fees fee or grant any material concession to any non-governmental third Person in connection with obtaining any consents, authorizations or approvals of such Person pursuant to the terms of any Contract to which any Party the Company or any of its the Company Subsidiaries is a party or otherwise in connection with such Personthe consummation of the Transactions, other than filing and similar fees payable to Governmental Authorities, which shall be borne by the Company or the Company Subsidiaries.

Support of Transaction. Without limiting any covenant contained in Article VII or Article VIII, including the obligations of the Company and Acquiror 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, Acquiror and the Company Companies shall each, each (and shall each cause their respective Subsidiaries Affiliates to: ) (ai) other than with respect to CFIUS, which is the subject of Section 7.3, use commercially reasonable best efforts to promptly assemble, prepare and file any information (and, and as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable and to obtain as promptly as practicable (A) all governmental and regulatory consents consents, approvals or authorizations required to be obtained in connection with the Transactionstransactions contemplated hereby, (bB) all consents, approvals or authorizations of the Federal Aviation Administration necessary or advisable in connection with the sale or other disposition of each Part 135 certificate pursuant to Section 6.5, (C) all other consents, approvals or authorizations of the Federal Aviation Administration or other aviation Governmental Authorities necessary or advisable as a result of the transactions contemplated hereby, (ii) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of the Acquiror PartiesAcquiror, the CompanyCompanies, or their respective Affiliates that are required to obtain necessary or advisable in order to consummate the TransactionsMergers, and (ciii) use reasonable best efforts to take such other action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of the other Party set forth in Article X IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicableAgreement. Notwithstanding the foregoing, in no event shall any Acquiror Party, the a Company or any of their respective its Subsidiaries be obligated to bear any material expense or pay any material consent fees fee or grant any material concession to any non-governmental third Person in connection with obtaining any consents, authorizations authorizations, or approvals of such Person required in order to consummate the Mergers pursuant to the terms of any Contract to which any Party a Company or any of its Subsidiaries is a party with such Personparty.

Support of Transaction. Without limiting any covenant contained in Article VI, Article VII or Article VIII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 9.01, which obligations covenants shall control to the extent of any conflict with the succeeding provisions of this Section 9.028.3, Acquiror and the Company shall eacheach Party shall, and 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, (b) use reasonable best efforts to obtain all material consents and approvals of third parties (including any Governmental Authority) that such Party or any of the Acquiror Parties, the Company, or their its respective Affiliates are required to obtain in order to consummate the Transactions, ; and (cb) use its commercially reasonable best efforts to take such other action as soon as practicable as may be reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Party set forth in Article X IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicablepracticable and in accordance with all applicable Law (including providing any reasonable and customary certifications, opinions of counsel and other materials necessary to permit another Party to comply with its obligations to placement agents in connection with the PIPE Investment and any financial advisor of any Party in connection with the delivery of a fairness opinion or other deliverable). Notwithstanding anything to the foregoingcontrary contained herein, in no event shall any Acquiror Party, the Target Company or any of their respective its Subsidiaries be obligated to bear any expense or pay any material consent fees fee or grant any material concession to any non-governmental third Person in connection with obtaining any consents, authorizations or approvals of such Person pursuant to the terms of any Contract to which any Party Target Company or any of its Subsidiaries is a party or otherwise in connection with such Personthe consummation of the Transactions.

Support of Transaction. Without limiting any covenant contained in Article VII VI or Article VIIIVII, including the obligations of the Company and Acquiror Parent with respect to the notifications, filings, reaffirmations and applications as described in Section 9.017.1, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.028.1, Acquiror Parent 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 Transactionstransactions contemplated hereby, (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of the Acquiror PartiesParent, the Company, or their respective Affiliates are required to obtain in order to consummate the TransactionsMerger, and (c) use reasonable best efforts to take such other action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of the other Party set forth in Article X 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 any Acquiror Partythe Company, the Company Parent or any of their respective Subsidiaries be obligated to bear any third party expense or pay any material consent fees fee or grant any material concession to any non-governmental third Person in connection with obtaining any consents, authorizations or approvals of such Person pursuant to the terms of any Contract to which any Party the Company or any of its Subsidiaries is a party in connection with such Personthe consummation of the Merger.

Support of Transaction. Without limiting any other covenant contained in Article VI, Article VII or this Article VIII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 9.018.02, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.028.01, Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to use reasonable best 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 reasonably practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, ; (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of the Acquiror PartiesAcquiror, the Company, Company or their respective Affiliates are required to obtain in order to consummate connection with the Transactions, including any required consents and approvals of parties to material Contracts with the Company or its Subsidiaries (it being understood and agreed that it is not a condition to Closing under this Agreement that any such third party consents or approvals be obtained); (c) use reasonable best efforts terminate or cause to be terminated those agreements listed on Schedule 6.03; and (d) take such other 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 X IX or otherwise to comply with this Agreement and to consummate the Transactions as soon promptly as reasonably practicable. Notwithstanding the foregoing, in no event shall any Acquiror PartyAcquiror, Merger Sub, the Company or any of their respective its Subsidiaries be obligated to bear any expense or pay any material consent fees fee or grant any material concession to any non-governmental third Person in connection with obtaining any consents, authorizations or approvals of such Person pursuant to the terms of any Contract to which any Party the Company or any of its Subsidiaries is a party with such Personparty.

Support of Transaction. Without limiting any covenant contained in Article VII or Article VIII, including or the obligations of the Company and Acquiror Parent with respect to the notifications, filings, reaffirmations and applications described in Section 9.019.06, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.02, Acquiror each of Parent and the Company shall eachshall, 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, ; (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of the Acquiror PartiesParent, the Company, Company or their respective Affiliates are required to obtain in order to consummate the Transactions, including any material, required consents and approvals of parties to Contracts with the Company or any of its Subsidiaries; (c) use reasonable best efforts terminate or cause to be terminated those agreements listed on Schedule 7.03; and (d) take such other action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of the other Party set forth in Article X or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall any Acquiror Party, the Company or any of their respective Subsidiaries be obligated to pay any material consent fees or grant any material concession to any non-governmental third Person in connection with obtaining any consents, authorizations or approvals of such Person pursuant to the terms of any Contract to which any Party or any of its Subsidiaries is a party with such Person.

Support of Transaction. Without limiting any covenant contained in Article VII VI or Article VIIIVII, including the obligations of the Company and Acquiror 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, Acquiror Buyer and the Company shall each, and Buyer shall each cause their respective its 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 Transactionstransactions contemplated hereby (other than approvals under the HSR act or any other approvals, consents and decrees under antitrust or competition law, which matters are exclusively addressed in Sections 6.5, 7.1 and 8.6); (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of the Acquiror PartiesBuyer, the Company, Company or their respective Affiliates are required to obtain in order to consummate the TransactionsMerger, including the Required Third Party Consents; and (c) use reasonable best efforts to take such other action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of the other Party set forth in Article X IX or otherwise to comply with this Agreement and to consummate the Transactions transactions contemplated hereby as soon as practicablepracticable (but in any event prior to the Outside Date). Notwithstanding the foregoing, in no event shall any Acquiror Party, the Company Buyer or any of their respective Subsidiaries its Affiliates be obligated to bear any expense or pay any material consent fee (other than the payment of nominal administrative, processing or similar fees or charges or legal fees to its attorneys) or grant any material concession to any non-governmental third Person in connection with obtaining any consents, authorizations or approvals of such Person required in order to consummate the Merger pursuant to the terms of any Contract to which any Party or any of its Subsidiaries the Company is a party with such Personparty.

Support of Transaction. Without limiting any covenant contained in Article VII or Article VIII, VI (including the obligations of the Company and Acquiror Purchaser with respect to the notifications, filings, reaffirmations and applications described in Section 9.016.3 and Section 7.1, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.028.1), Acquiror and the Company and Purchaser 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 Transactionstransactions contemplated hereby, (b) use commercially reasonable best efforts to obtain all material consents and approvals of third third-parties that any of the Acquiror PartiesPurchaser, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, transactions contemplated by this Agreement and (c) use reasonable best efforts to take such other action as may reasonably be necessary or as another Party party may reasonably request to satisfy the conditions of the other Party set forth in Article X 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 any Acquiror Party, the Company or any of the Company Subsidiary or their respective Subsidiaries Affiliates be obligated to bear any expense or pay any material consent fees fee or grant any material concession to any non-governmental third Person in connection with obtaining any consents, authorizations or approvals of such Person pursuant to the terms of any Contract to which any Party the Company or any of its Subsidiaries the Company Subsidiary is a party in connection with such Personthe consummation of the transactions contemplated hereby, with the exception of any prepayment fee due under the Credit Agreement upon prepayment of the amounts due and owing under the Credit Agreement.

Support of Transaction. Without limiting any covenant contained in Article VII or Article VIII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 9.017.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.029.01, Acquiror 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 required to be obtained in connection with the Transactions, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of the Acquiror PartiesAcquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, and (c) use reasonable best efforts to take such other 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 X or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall any Acquiror PartyAcquiror, First Merger Sub, Second Merger Sub, the Company or any of their respective Subsidiaries be obligated to pay any material consent fees or grant any material concession to any non-governmental third Person in connection with obtaining any consents, authorizations or approvals of such Person pursuant to the terms of any Contract to which any Party or any of its Subsidiaries is a party with such Person.