Common use of Reasonable Best Efforts Clause in Contracts

Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable (and in any event no later than the Outside Date), the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities). Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilege.

Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to (a) Each party hereto shall use its reasonable best efforts to take, make or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effectivemade, in the most expeditious manner practicable (and in any event no later than the Outside Date), the Merger and cooperation with the other transactions contemplated by this Agreement, including using reasonable best efforts parties hereto and to accomplish the followingextent applicable: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contract, within ten (10) Business Days after the Agreement Date an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Offer and the Merger; and (ii) obtain as promptly as practicable after the Agreement Date all other necessary actions or nonactionsfilings, waiversforms, consentsdeclarations, approvalsnotifications, orders registrations and authorizations from notices with other Governmental Entities, make all necessary registrations, declarations Bodies under any other Antitrust Law relating to the Offer and filings and make the Merger. Each party shall use its reasonable best efforts to: (A) respond at the earliest practicable date to obtain an approval or waiver fromany requests for additional information made by the U.S. Department of Justice, the Federal Trade Commission, or any other Governmental Body under any Antitrust Law relating to avoid any Action by, any Governmental Entity, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger Offer and the Merger; (B) act in good faith and reasonably cooperate with the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract party in connection with obtaining any consent without investigation by any Governmental Body under any Antitrust Law relating to the prior written consent of Contango Offer and the Merger; (with respect to actions taken by the Mid-Con Group EntitiesC) or the Partnership (with respect to actions taken by the Contango Group Entities). Each of the parties hereto shall furnish to each other party all information required for any filing, form, declaration, notification, registration and notice under any Antitrust Law relating to the Offer and the Merger, subject to advice of such party’s antitrust counsel; and (D) request early termination of the waiting period under the HSR Act and take all other actions reasonably necessary information consistent with this Section 5.5 to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law relating to the Offer and reasonable assistance as such other party may reasonably request in the Merger. In connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party hereto shall have use its reasonable best efforts: (w) to give the right other party reasonable prior notice of any communication with, and any proposed understanding or agreement with, any Governmental Body regarding any investigations, proceedings, filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and to consider in good faith the extent practicable each shall consult with views of the other in connection with, all of the information any proposed communication, understanding or agreement with any Governmental Body, in each case under any Antitrust Law relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger Offer and the other transactions contemplated by this Agreement. In exercising the foregoing rightsMerger, each party shall act reasonably and as promptly as practicable. Subject subject to applicable Law and the instructions advice of any Governmental Entity, each party shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each such party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity ’s antitrust counsel; (x) not to participate in any meeting or conversation, or engage in any substantive conversation with any Governmental Entity Body in respect of any filingfilings or inquiry under any Antitrust Law relating to the Offer and the Merger, investigation without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, the opportunity to attend and/or participate therein; (y) if attending a meeting, conference, or conversation with a Governmental Body under any Antitrust Law relating to the Offer and the Merger, from which the other inquiry party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending, to keep the other reasonably apprised with respect thereto; and (z) to consult and cooperate with the other party in connection with the transactions contemplated hereby. With respect to any information shared by or proposals submitted in connection with any proceeding, inquiry, or other proceeding under any Antitrust Law relating to the parties pursuant to this Section 5.6 that is protected from disclosure under Offer and the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilegeMerger.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to Party will use its reasonable best efforts to take, or cause to be taken, all actions that are and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in the most expeditious manner practicable (and in any event no later than the Outside Date), the Merger and the other transactions contemplated by this AgreementTransactions as soon as practicable after the date hereof, including using reasonable best efforts to accomplish the following: (i) obtain preparing and filing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contract, (ii) obtain documentation to effect all necessary actions or nonactionsapplications, waiversnotices, consentspetitions, approvalsfilings, orders and authorizations from Governmental Entities, make all necessary registrations, declarations other documents and filings and make to use its reasonable best efforts to obtain an approval as promptly as practicable all waiting period expirations or waiver fromterminations, or to avoid any Action byconsents, any Governmental Entityclearances, (iii) vigorously resist and contest any Actionwaivers, including administrative or judicial Actionlicenses, orders, registrations, approvals, permits, and seek authorizations necessary or advisable to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including be obtained by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities). Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, Party from any third party and/or any Governmental Entity in connection with order to consummate the Merger and or any of the other transactions contemplated by this AgreementTransactions and (ii) using its reasonable best efforts to take all steps as may be necessary to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. In exercising furtherance and not in limitation of the foregoing rightsforegoing, each party shall act reasonably Party agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable. Subject , and in any event within ten (10) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to applicable Law supply as promptly as practicable and advisable any additional information and documentary material that may be requested pursuant to the instructions of any Governmental Entity, each party shall keep each HSR Act and to take all other reasonably apprised actions necessary to cause the expiration or termination of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable applicable waiting periods under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so HSR Act as to preserve the applicable privilegesoon as practicable.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to conditions of this Agreement (and, in the case of Parent and its Subsidiaries, the terms and conditions set forth in this of the KMP Merger Agreement and the KMR Merger Agreement), Parent, on the one hand, and each of the parties agrees Partnership and the Partnership GP, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use (it being understood that with respect to KMP, its general partner and KMR and their respective Subsidiaries, Parent’s obligations shall only apply to the extent such obligation is appropriate under the Organizational Documents of KMP, its general partner and KMR and their respective Subsidiaries) its reasonable best efforts to (i) take, or cause to be taken, all actions that are actions, and do, or cause to be done, all things, necessary, proper or advisable to consummate and make effective, in cause the most expeditious manner conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, (A) voting or causing to be voted all Common Units beneficially owned by Parent and such Subsidiaries and controlled Affiliates in favor of the Merger at the Partnership Unitholder Meeting unless there is a Partnership Adverse Recommendation Change, (B) voting or causing to be voted all voting securities beneficially owned by Parent and such Subsidiaries and controlled Affiliates in KMP in favor of the other KMP Merger at the KMP Unitholder Meeting and (C) voting or causing to be voted to the extent permitted under the Organizational Documents of KMR, all voting securities beneficially owned by Parent and such Subsidiaries and its controlled Affiliates in KMR in favor of the KMR Merger at the KMR Shareholder Meeting, and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts preparing and filing as promptly as practicable and advisable all documentation to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contract, (ii) obtain effect all necessary actions or nonactionsfilings, waiversnotifications, consentsnotices, approvalspetitions, orders and authorizations from Governmental Entitiesstatements, make all necessary registrations, declarations and filings and make reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities). Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange submissions of information, each party shall have the right to review in advance, applications and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and documents (including any of their respective Subsidiaries, that appears in any filing made with, required or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilege.recommended filings

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, Parent, on the one hand, and each of the parties agrees Partnership and the Partnership GP, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use its reasonable best efforts to (i) take, or cause to be taken, all actions that are appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to consummate and make effective, in cause the most expeditious manner conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the other most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts preparing and filing as promptly as practicable all documentation to accomplish the following: effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (i) obtain all including any required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required recommended filings under any Mid-Con Material Contract or Contango Material Contractapplicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all necessary actions or nonactions, waiversapprovals, consents, approvalsclearances, orders and authorizations from Governmental Entitiesexpirations or terminations of waiting periods, make all necessary registrations, declarations permits, authorizations and filings and make reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, other confirmations from any Governmental EntityAuthority or third party necessary, (iii) vigorously resist and contest any Action, including administrative proper or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary advisable to consummate the transactions contemplated hereby by this Agreement and fully to carry out the purposes of (iii) defend any Proceedings challenging this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) Agreement or the Partnership (with respect to actions taken by the Contango Group Entities). Each consummation of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised ability of the status of matters relating parties to the completion of consummate the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilege.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this AgreementAgreement (including Section 5.4(d)), each of the parties agrees SXL Entities, on the one hand, and the ETP Entities, on the other hand, shall cooperate with the other and use (and shall cause their respective Subsidiaries to use use) its reasonable best efforts to (i) take, or cause to be taken, all actions that are actions, and do, or cause to be done, all things, necessary, proper or advisable to consummate and make effective, in cause the most expeditious manner conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date)) and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementhereby, including using reasonable best efforts preparing and filing promptly and fully all documentation to accomplish the following: effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (i) obtain all including any required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required recommended filings under any Mid-Con Material Contract or Contango Material Contractapplicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all necessary actions or nonactions, waiversapprovals, consents, approvalsclearances, orders and authorizations from Governmental Entitiesexpirations or terminations of waiting periods, make all necessary registrations, declarations permits, authorizations and filings and make reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, other confirmations from any Governmental EntityAuthority or third party necessary, proper or advisable to consummate the transactions contemplated hereby, (iii) vigorously resist and contest defend any Actionlawsuits or other legal proceedings, including administrative whether judicial or judicial Actionadministrative, and challenging this Agreement or the consummation of the transactions contemplated hereby or seek to have vacated, lifted, reversed lifted or overturned rescinded any decree, judgment, injunction or restraining order or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation adversely affecting the ability of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary parties to consummate the transactions contemplated hereby and fully (iv) obtain all necessary consents, approvals or waivers from third parties. The parties agree to carry out the purposes of cooperate in good faith and use their reasonable best efforts to pursue and facilitate possible alternative transaction structures to those contemplated by this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit Agreement to the payment of any fee, penalty extent necessary or other consideration or make any other concession, waiver or amendment under any Contract desirable in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities). Each of the parties hereto shall furnish to each other third party such necessary information and reasonable assistance as such other party may reasonably request consents in connection with the foregoing. Subject to applicable Law relating to the exchange of informationtransactions contemplated by this Agreement, each but no party shall have the right any obligation to review in advance, and undertake any alternative transaction structure that is materially adverse to the extent practicable each shall consult with the other in connection with, all of the information relating to the other partiesany party or such party’s unitholders or members, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilege.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, Parent, on the one hand, and each of the parties agrees Partnership, the General Partner and the Managing Partner, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use its reasonable best efforts to (i) take, or cause to be taken, all actions that are appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to consummate and make effective, in cause the most expeditious manner conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units in Parent’s sole discretion) and to consummate and make effective, in the other most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts preparing and filing as promptly as practicable all documentation to accomplish the following: effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (i) obtain all including any required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required recommended filings under any Mid-Con Material Contract or Contango Material Contractapplicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all necessary actions or nonactions, waiversapprovals, consents, approvalsclearances, orders and authorizations from Governmental Entitiesexpirations or terminations of waiting periods, make all necessary registrations, declarations permits, authorizations and filings and make reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, other confirmations from any Governmental EntityAuthority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (iii) vigorously resist and contest defend any Action, including administrative Proceedings challenging this Agreement or judicial Action, and the consummation of the transactions contemplated by this Agreement or seek to have vacated, lifted, reversed lifted or overturned rescinded any decree, judgment, injunction or restraining order or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation adversely affecting the ability of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary parties to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided(iv) obtain all necessary consents, however, that no Mid-Con Group Entity approvals or Contango Group Entity shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities). Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other waivers from third parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilege.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of party shall make or cause to be made, in cooperation with the other parties agrees and to the extent applicable and as promptly as practicable (and in any event within five (5) Business Days) after the Agreement Date any necessary filings, forms, declarations, notifications, registrations and notices with Governmental Bodies under any applicable Antitrust Laws relating to the Merger. Subject to Sections 4.5(b), 4.5(c) and 4.5(d) and upon the terms and conditions set forth herein, each party shall use its reasonable best efforts to: (A) respond to or otherwise resolve as promptly as practicable any requests for additional information made by the U.S. Department of Justice or any other Governmental Body; (B) act in good faith and reasonably cooperate with the other party in connection with any investigation by any Governmental Body; (C) furnish to each other all information required for any filing, form, declaration, notification, registration and notice subject to advice of such party’s antitrust counsel; and (D) take, or cause to be taken, all other actions that are necessary, proper reasonably necessary to cause the expiration or advisable to consummate and make effective, in termination of the most expeditious manner practicable (and in any event no later than the Outside Date), the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required applicable waiting periods under any Mid-Con Material Contract or Contango Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities)applicable Antitrust Laws. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in In connection with the foregoing. Subject to applicable Law relating to the exchange of information: (1) whenever possible, each party shall have give the right other party reasonable prior notice of any communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and to consider in good faith the extent practicable each shall consult with views of the other in connection with, all any proposed communication, understanding or agreement with any Governmental Body with respect to the Merger, subject to advice of such party’s antitrust counsel; (2) where reasonably practical, none of the information relating to parties hereto shall independently participate in any meeting or conversation, or engage in any substantive conversation with any Governmental Body in respect of any filings or inquiry without giving the other partiesparty prior notice of the meeting or conversation and, as unless prohibited by such Governmental Body, the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third opportunity to attend and/or participate; (3) if one party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated is prohibited by this Agreement. In exercising the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and or by the instructions of applicable Governmental Body from participating in or attending any Governmental Entitymeetings, each conferences or conversations, the attending party shall keep each the other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, andthereto; and (4) the parties hereto shall, to the extent practicable under the circumstancespracticable, shall provide the other party consult and its counsel cooperate with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry one another in connection with the transactions contemplated hereby. With respect any information or proposals submitted in connection with proceedings under or relating to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilegeAntitrust Laws.

Reasonable Best Efforts. Upon Subject to the terms and subject to the conditions set forth in of, and other than as expressly contemplated by, this Agreement, each of the parties agrees Parent Parties, on the one hand, and the Partnership and the General Partner, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use their reasonable best efforts to (i) take, or cause to be taken, all actions that are appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to consummate and make effective, in cause the most expeditious manner conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent and the General Partner, until the Effective Time or the termination of this Agreement, retaining ownership and voting control, directly or indirectly, over all Partnership Interests beneficially owned by Parent, any of its Subsidiaries or the General Partner, as applicable, as of the date of this Agreement or acquired thereafter, and to consummate and make effective the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents; (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, waivers, clearances, expirations or terminations of waiting periods, registrations, Permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement; and (iii) defend any Proceedings challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, (A) no party hereto nor its Affiliates shall be obligated pursuant to this Section 6.3 to offer or commit or consent to take or refrain from taking any action pursuant to any request or requirement of any Governmental Authority that involves (i) making any divestiture or disposition of any portion of any business or assets or (ii) accepting or entering any consent decree or hold separate order and (B) this Section 6.3 shall not limit the ability of Parent to enter into or effect any acquisition (whether by purchase or merger or otherwise) or disposition approved by the Parent Board so long as such acquisition or disposition is not reasonably expected to prohibit, prevent or in any material respect hinder, impede or delay the ability of the parties to satisfy any of the conditions to or the consummation of the Merger and or the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities). Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilege.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreement, and except where a different standard of effort is provided in this Agreement, each of the parties agrees hereto shall use (and cause its affiliates to use use) its reasonable best efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or cause to be takentaken promptly, all actions that are actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in the most expeditious manner practicable (and in any event no later than the Outside Date), effective the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contract, (ii) obtain obtaining all necessary actions or nonactions, waivers, consents, consents and approvals, orders including the Wendy’s Approvals and authorizations the Triarc Approvals, from Governmental Entities, make Entities and making all necessary registrations, declarations registrations and filings and make reasonable best efforts taking all steps as may be necessary to obtain an approval or waiver from, or to avoid any Action an action or proceeding by, any Governmental Entity, including the issuance or reissuance of any and all required state, country or local licenses or permits required for the operation of Wendy’s and Triarc’s business as currently conducted, (ii) obtaining all necessary consents, approvals or waivers from third parties, (iii) vigorously resist and contest defending any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction lawsuits or other order (legal proceedings, whether temporaryjudicial or administrative, preliminary challenging this Agreement or permanent) that is in effect and that could restrict, prevent or prohibit the consummation of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal this Agreement and (iv) execute executing and deliver delivering any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities). Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights; provided, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entityhowever, each party shall keep each other reasonably apprised of the status of matters relating that notwithstanding anything to the completion contrary contained herein, it is understood and agreed that prior to the Effective Time, unless Wendy’s has obtained the prior written consent of the transactions contemplated herebyTriarc, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, in no event shall Wendy’s or any of their respective Subsidiariesits Subsidiaries pay or commit to pay any fee, from penalty or other consideration in excess of $25,000 individually or $2,000,000 in the aggregate to any Governmental Entity and/or landlord or other third party with respect to such transactionsobtain any consent, and, to approval or waiver required for the extent practicable consummation of the Merger under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation Wendy’s Real Property Lease or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilegeContract.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this AgreementAgreement (including Section 5.4(c)), each of Parent, Merger Sub and Parent GP, on the parties agrees one hand, and the Partnership, on the other hand, will cooperate with the other and use (and will cause each of their respective Subsidiaries to use use) its reasonable best efforts to (i) take, or cause to be taken, all actions that are actions, and do, or cause to be done, all things, necessary, proper or advisable to consummate and make effective, in cause the most expeditious manner conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), the Merger ) and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings consummate and make reasonable best efforts to obtain an approval or waiver fromeffective, or to avoid any Action byin the most expeditious manner practicable, any Governmental Entity, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities). Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including preparing and filing promptly furnishing and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, confirmations from any Governmental Entity and/or Authority or third party with respect necessary, proper or advisable to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with consummate the transactions contemplated hereby. With respect , (iii) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (iv) obtain all necessary consents, approvals or waivers from third parties, provided , however , that notwithstanding anything to any information shared by the parties pursuant contrary in this Agreement, none of Parent, Merger Sub, Parent GP or the Partnership shall be required to this Section 5.6 that is protected from disclosure under the attorney-client privilegesell, work product doctrinedivest, joint defense privilege or any other privilegedispose of, the parties shall take reasonable efforts to share such information license, lease, operate, conduct in a manner so specified manner, hold separate or discontinue or restrict or limit, before or after the Closing Date, any assets, liabilities, businesses, licenses, operations, or interest in any assets or businesses, that would, individually or in the aggregate, have a Material Adverse Effect on the business of Parent and its Subsidiaries, taken as to preserve a whole or the applicable privilege.Partnership and its Subsidiaries, taken as a whole, respectively. For purposes of this Agreement, “

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to conditions of this Agreement (and, in the case of Parent and its Subsidiaries, the terms and conditions set forth in this of the EPB Merger Agreement and the KMR Merger Agreement), Parent, on the one hand, and each of the parties agrees Partnership, the Partnership GP and the Partnership GP Delegate, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use (it being understood that with respect to EPB and EPB General Partner and the Partnership GP Delegate and their respective Subsidiaries, Parent’s obligations shall only apply to the extent such obligation is appropriate under the Organizational Documents of EPB and EPB General Partner and the Partnership GP Delegate and their respective Subsidiaries) its reasonable best efforts to (i) take, or cause to be taken, all actions that are actions, and do, or cause to be done, all things, necessary, proper or advisable to consummate and make effective, in cause the most expeditious manner conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date)) and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts preparing and filing as promptly as practicable and advisable all documentation to accomplish the following: effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (i) obtain all including any required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required recommended filings under any Mid-Con Material Contract or Contango Material Contractapplicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all necessary actions or nonactions, waiversapprovals, consents, approvalsclearances, orders and authorizations from Governmental Entitiesexpirations or terminations of waiting periods, make all necessary registrations, declarations permits, authorizations and filings and make reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, other confirmations from any Governmental EntityAuthority or third party necessary, (iii) vigorously resist and contest any Action, including administrative proper or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary advisable to consummate the transactions contemplated hereby by this Agreement and fully to carry out the purposes of this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of (iii) defend any fee, penalty lawsuits or other consideration legal proceedings, whether judicial or make any other concessionadministrative, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) challenging this Agreement or the Partnership (with respect to actions taken by the Contango Group Entities). Each consummation of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised ability of the status of matters relating parties to the completion of consummate the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilege.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this AgreementAgreement (including Section 5.4(c)), each of Parent, Merger Sub and Parent GP, on the parties agrees one hand, and the Partnership, on the other hand, will cooperate with the other and use (and will cause each of their respective Subsidiaries to use use) its reasonable best efforts to (i) take, or cause to be taken, all actions that are actions, and do, or cause to be done, all things, necessary, proper or advisable to consummate and make effective, in cause the most expeditious manner conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), the Merger ) and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings consummate and make reasonable best efforts to obtain an approval or waiver fromeffective, or to avoid any Action byin the most expeditious manner practicable, any Governmental Entity, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities). Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including preparing and filing promptly furnishing and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, confirmations from any Governmental Entity and/or Authority or third party with respect necessary, proper or advisable to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with consummate the transactions contemplated hereby. With respect , (iii) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (iv) obtain all necessary consents, approvals or waivers from third parties, provided, however, that notwithstanding anything to any information shared by the parties pursuant contrary in this Agreement, none of Parent, Merger Sub, Parent GP or the Partnership shall be required to this Section 5.6 that is protected from disclosure under the attorney-client privilegesell, work product doctrinedivest, joint defense privilege or any other privilegedispose of, the parties shall take reasonable efforts to share such information license, lease, operate, conduct in a manner so specified manner, hold separate or discontinue or restrict or limit, before or after the Closing Date, any assets, liabilities, businesses, licenses, operations, or interest in any assets or businesses, that would, individually or in the aggregate, have a Material Adverse Effect on the business of Parent and its Subsidiaries, taken as to preserve a whole or the applicable privilege.Partnership and its Subsidiaries, taken as a whole, respectively. For purposes of this Agreement, “

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of, and other than as expressly contemplated by, this Agreement, each of the parties agrees Parent Parties, on the one hand, and the Partnership and the General Partner, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use their reasonable best efforts to (i) take, or cause to be taken, all actions that are appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to consummate and make effective, in cause the most expeditious manner conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the Merger avoidance of doubt, in the case of Parent and the other General Partner, until the Effective Time or the termination of this Agreement, retaining ownership and voting control, directly or indirectly, over all Common Units, the General Partner Interest and the Special General Partner Interest in the Partnership beneficially owned by Parent, any of its Subsidiaries or the General Partner, as applicable, as of the date of this Agreement or acquired thereafter, and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts preparing and filing as promptly as practicable all documentation to accomplish the following: (i) obtain effect all required consentsnecessary filings, approvals or waivers fromnotifications, or participation in notices, petitions, statements, registrations, submissions of information, applications and other discussions or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contract, documents; (ii) obtain promptly (and in any event no later than the Outside Date) all necessary actions or nonactionsapprovals, consents, waivers, consentsclearances, approvalsexpirations or terminations of waiting periods, orders and authorizations from Governmental Entities, make all necessary registrations, declarations Permits, authorizations and filings and make reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, other confirmations from any Governmental EntityAuthority or third party necessary, (iii) vigorously resist and contest any Action, including administrative proper or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary advisable to consummate the transactions contemplated hereby by this Agreement and fully (iii) defend any Proceedings brought by any Governmental Authority challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to carry out the purposes of this Agreement; provided, however, that no Mid-Con Group Entity have lifted or Contango Group Entity shall commit to the payment of rescinded any fee, penalty injunction or restraining order or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without order adversely affecting the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities). Each ability of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with consummate the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilege.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to Company, Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable (and in any event no later than the Outside Date), the Merger and the other transactions contemplated by this AgreementAgreement to be consummated as promptly as reasonably practicable on the terms and subject to the conditions hereof. Without limiting the foregoing, including using reasonable best efforts to accomplish the following: (i) obtain all required consentseach of the Company, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders Parent and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make Merger Sub shall use its reasonable best efforts efforts: (A) to obtain an approval or waiver frommake promptly any required submissions under the HSR Act with respect to this Agreement, or to avoid any Action by, any Governmental Entity, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and ; (ivB) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract furnish information required in connection with obtaining any consent without such submissions under the prior written consent of Contango HSR Act; (C) to keep the other parties reasonably informed with respect to actions taken by the Midstatus of any such submissions under the HSR Act, including with respect to: (1) the receipt of any non-Con Group Entitiesaction, action, clearance, consent, approval or waiver, (2) the expiration of any waiting period, (3) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under the HSR Act, the Federal Trade Commission Act (the “FTC Act”), the Xxxxxxx Antitrust Act (the “Xxxxxxx Act”) or the Partnership Xxxxxxx Antitrust Act (the “Xxxxxxx Act”) (HSR Act, FTC Act, Xxxxxxx Act and Xxxxxxx Act, collectively “Antitrust Law”) and (4) the nature and status of any objections raised or proposed or threatened to be raised under the HSR Act, FTC Act, Xxxxxxx Act or Xxxxxxx Act with respect to this Agreement, the Merger or the other transactions contemplated hereby; and (D) to obtain all necessary actions taken by or non-actions, waivers, consents, clearances and approvals from any Governmental Entity and (ii) Parent, Merger Sub and the Contango Group Entities). Each of Company shall: (A) cooperate with one another in promptly determining whether any filings are required to be made or consents, approvals, permits or authorizations are required to be obtained under any other supranational, national, federal, state, foreign or local Law or regulation or whether any consents, approvals or waivers are required to be obtained from other parties to loan agreements or other Contracts related to the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request Company’s business in connection with this Agreement, the foregoing. Subject Merger or the consummation of the other transactions contemplated hereby; (B) cooperate with one another in promptly making any such filings, furnishing information required in connection therewith and seeking to applicable Law relating obtain timely any such consents, permits, authorizations, approvals or waivers; and (C) not to enter into any transaction prior to the exchange Share Acceptance Time that would reasonably be expected to materially increase the risk of informationnot obtaining the applicable clearance, each party shall have approval or waiver under the right to review in advance, and Antitrust Laws with respect to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilege.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees hereto shall cooperate with the other parties and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts (and in the case of AGM, use reasonable best efforts to cause the Control Persons) (unless, with respect to any action, another standard of performance is expressly provided for herein) to as promptly as reasonably practicable (i) take, or cause to be taken, all actions that are actions, and do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner practicable (and in any event no later than the Outside Date)reasonably practicable, the Merger and the other transactions Transactions, including (A) taking all such actions contemplated by this the terms of the Statutory Merger Agreement, including using reasonable best efforts (B) otherwise preparing and filing promptly all documentation to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contract, (ii) obtain effect all necessary actions or nonactionsfilings, waiversnotices, consentspetitions, approvalsstatements, orders and authorizations from Governmental Entities, make all necessary registrations, declarations submissions of information, applications and filings and make reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal documents and (ivC) execute executing and deliver delivering any additional instruments necessary to consummate the transactions contemplated hereby Transactions, (ii) take, or cause to be taken, all actions, and fully do, or cause to carry out be done, and assist and cooperate with the purposes of this Agreement; providedother parties hereto in doing, howeverall things necessary, proper or advisable to obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions, including the Required Regulatory Approvals, (iii) take all steps that no Mid-Con Group Entity are necessary, proper or Contango Group Entity shall commit advisable to the payment of avoid any fee, penalty or other consideration or make Actions by any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (Governmental Authorities with respect to actions taken by the Mid-Con Group Entities) this Agreement or the Partnership Transactions and (with respect to actions taken iv) defend or contest in good faith any Action by any third party (excluding any Governmental Authority), whether judicial or administrative, challenging this Agreement or that would otherwise prevent or materially delay the Contango Group Entities). Each consummation of the parties hereto Transactions. For the avoidance of doubt, the efforts required by this Section 5.04 shall furnish not require, or be construed to each other party such necessary information and reasonable assistance as such other party may reasonably request require, any Specified Party, Fund or Portfolio Company to agree to (A) sell, hold separate, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interest in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made withassets or businesses, or written materials submitted (B) any conditions relating to, or changes or restriction in, the operations of any third such assets or businesses; provided that the inclusion of a reference to any action in this sentence shall not imply that reasonable best efforts would require a party and/or to take any Governmental Entity such action. Notwithstanding anything contained herein to the contrary, nothing in connection with this Agreement shall require AGM or its Affiliates to take any action which would have a non-de minimis adverse economic impact on the Merger compensation arrangements between AGM or its Affiliates, on the one hand, and AHL or its Affiliates, on the other transactions contemplated by this Agreement. In exercising the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilegehand.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to Party will use its reasonable best efforts to take, or cause to be taken, all actions that are and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in the most expeditious manner practicable (and in any event no later than the Outside Date), the Merger and make effective the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to accomplish the following: transactions set forth in Schedule 6.2(a) hereto (the “Restructuring Transactions”), as soon as practicable after the date hereof, including (i) preparing and filing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all required waiting period expirations or terminations, consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contract, (ii) obtain all necessary actions or nonactionsclearances, waivers, consentslicenses, orders, registrations, approvals, orders permits, and authorizations necessary or advisable to be obtained from Governmental Entities, make all necessary registrations, declarations and filings and make reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities). Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with order to consummate the Merger and or any of the other transactions contemplated by this AgreementTransactions (including those set forth in Section 6.2(a)(i) of the Company Disclosure Letter or Section 6.2(a)(i) of the Parent Disclosure Letter) and (ii) taking all steps as may be necessary to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. In exercising furtherance and not in limitation of the foregoing rightsforegoing, each party shall act reasonably Party agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable, and in any event within ten (10) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties). Subject Each Party agrees to applicable Law supply, as promptly as practicable and advisable, any additional information and documentary material that may be requested pursuant to the instructions of any Governmental Entity, each party shall keep each HSR Act and to take all other reasonably apprised actions necessary to cause the expiration or termination of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable applicable waiting periods under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so HSR Act as to preserve the applicable privilegesoon as practicable.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, the Company, on the one hand, and each of the parties agrees Partnership and the Partnership GP, on the other hand, shall cooperate with the other and use and shall cause each of their respective Subsidiaries to use its reasonable best efforts to (i) take, or cause to be taken, all actions that are actions, and do, or cause to be done, all things, necessary, proper or advisable to consummate and make effective, in cause the most expeditious manner conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of the Company until the Effective Time or the termination of this Agreement, voting or causing to be voted all Units beneficially owned by the Company in favor of the Merger at the Partnership Unitholder Meeting, and to consummate and make effective, in the other most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts preparing and filing as promptly as practicable all documentation to accomplish the following: effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (i) obtain all including any required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required recommended filings under any Mid-Con Material Contract or Contango Material Contractapplicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all necessary actions or nonactions, waiversapprovals, consents, approvalsclearances, orders and authorizations from Governmental Entitiesexpirations or terminations of waiting periods, make all necessary registrations, declarations permits, authorizations and filings and make reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, other confirmations from any Governmental EntityEntity or third party necessary, (iii) vigorously resist and contest any Action, including administrative proper or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary advisable to consummate the transactions contemplated hereby by this Agreement and fully to carry out the purposes of (iii) defend any Proceedings challenging this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) Agreement or the Partnership (with respect to actions taken by the Contango Group Entities). Each consummation of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilege.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to Party will use its reasonable best efforts to take, or cause to be taken, all actions that are and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the Merger and make effectivethe other Transactions as soon as practicable after the date of this Agreement, including (x) preparing and filing, in consultation with the most expeditious manner other Party and as promptly as practicable and advisable after the date of this Agreement, all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, registrations, Permits and authorizations necessary or advisable to be obtained from any Governmental Authority in order to consummate the Merger or any of the other Transactions and (y) taking all steps as may be reasonably necessary to obtain all waiting period expirations or terminations, registrations, Permits and authorizations. In furtherance and not in limitation of the foregoing, each Party agrees (i) to make all necessary applications, notices, petitions and filings required with respect to this Agreement or the Transactions (A) in connection with the pre-merger notification under the HSR Act as promptly as practicable but in no case later than ten (10) business days after execution of this Agreement and (B) with the Specified Antitrust Authorities (other than in the United States) as promptly as practicable after the execution of this Agreement (in each case, unless another date is mutually agreed between the Parties), or where the ability to control timing of the application, notice, petition or filing is not within the control of the submitting Party, commence pre-submission consultation procedures for, any applications notices, petitions or filings with the Specified Antitrust Authorities (and thereafter make any other required submissions and respond as promptly as practicable to any requests for additional information or documentary material), (ii) to prepare and pre-file with CFIUS a draft joint voluntary notice and other appropriate documents within the meaning of 31 C.F.R. § 800.401(f) as promptly as practicable after the date of this Agreement, and then as promptly as practicable after notification by CFIUS that the draft joint voluntary notice satisfies all requirements of 31 C.F.R. § 800.402, jointly file with CFIUS a formal joint voluntary notice within the meaning of 31 C.F.R. § 800.402, and as promptly as practicable (and in any event no later than in accordance with applicable regulatory requirements) any other submissions that are formally requested by CFIUS to be made, or which the Outside Date)Parties mutually agree should be made, the Merger in each case in connection with this Agreement and the other transactions contemplated by this AgreementTransactions, (iii) to prepare and submit as promptly as practicable, and in any event in a timely manner, all notifications required under the ITAR and EAR in connection with the Merger, including using reasonable best efforts all notifications required under section 122.4 of the ITAR, and make all necessary updates and transfers of all ITAR and EAR licenses held by the Company and its Subsidiaries in connection with the Transactions (the “ITAR/EAR Approval”) and (iv) to accomplish the following: (i) obtain all promptly determine whether any other filings are required consents, approvals or waivers from, or participation in other discussions or negotiations to be made with, third parties, including as required under and whether any Mid-Con Material Contract or Contango Material Contract, (ii) obtain all necessary actions or nonactions, waivers, other consents, approvals, orders and permits or authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make reasonable best efforts are required to obtain an approval or waiver be obtained from, or to avoid any Action by, any Governmental Entity, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of any fee, penalty or other consideration or make Authority under any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities). Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request applicable Law in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advanceTransactions, and if so, to prepare and file any such filings and to seek any such other consents, approvals, permits or authorizations (the extent practicable each shall consult with the other filings described in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rightsclauses (i) through (iv) collectively, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilege“Regulatory Filings”).

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to Party will use its reasonable best efforts to take, or cause to be taken, all actions that are and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in the most expeditious manner practicable (and in any event no later than the Outside Date), the Merger and the other transactions contemplated by this AgreementTransactions as soon as practicable after the date hereof, including using reasonable best efforts to accomplish the following: (i) obtain preparing and filing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contract, (ii) obtain documentation to effect all necessary actions or nonactionsapplications, waiversnotices, consentspetitions, approvalsfilings, orders and authorizations from Governmental Entities, make all necessary registrations, declarations other documents and filings and make to use its reasonable best efforts to obtain an approval as promptly as practicable all waiting period expirations or waiver fromterminations, or to avoid any Action byconsents, any Governmental Entityclearances, (iii) vigorously resist and contest any Actionwaivers, including administrative or judicial Actionlicenses, orders, registrations, approvals, permits, and seek authorizations necessary or advisable to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including be obtained by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities). Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, Party from any third party and/or any Governmental Entity in connection with order to consummate the Merger and or any of the other transactions contemplated by this AgreementTransactions and (ii) using its reasonable best efforts to take all steps as may be necessary to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. In exercising furtherance and not in limitation of the foregoing rightsforegoing, each party shall act reasonably Party agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable after the execution of the Original Merger Agreement, and in any event within fifteen (15) business days (unless Parent and the Company mutually agree otherwise), and to supply as promptly as practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act, including responding to any Request for Additional Information and Documentary Material under the HSR Act as promptly as reasonably practicable and advisable, and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Subject to applicable Law The Parties hereby acknowledge that Notification and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised of the status of matters relating Report Forms pursuant to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received HSR Act were filed by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel Party in accordance with the opportunity to participate in any meeting with any Governmental Entity in respect of any filingpreceding sentence on July 6, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilege2015.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to Party will use its reasonable best efforts to take, or cause to be taken, all actions that are and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in the most expeditious manner practicable (and in any event no later than the Outside Date), the Merger and the other transactions contemplated by this AgreementTransactions as soon as practicable after the date hereof, including using reasonable best efforts to accomplish the following: (i) obtain preparing and filing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contract, (ii) obtain documentation to effect all necessary actions or nonactionsapplications, waiversnotices, consentspetitions, approvalsfilings, orders and authorizations from Governmental Entities, make all necessary registrations, declarations other documents and filings and make to use its reasonable best efforts to obtain an approval as promptly as practicable all waiting period expirations or waiver fromterminations, or to avoid any Action byconsents, any Governmental Entityclearances, (iii) vigorously resist and contest any Actionwaivers, including administrative or judicial Actionlicenses, orders, registrations, approvals, permits, and seek authorizations necessary or advisable to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including be obtained by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities). Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, Party from any third party and/or any Governmental Entity in connection order to consummate the Merger or any of the other Transactions and (ii) using reasonable best efforts to take all steps as may be necessary to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable. In furtherance and not in limitation of the foregoing, (A) each Party agrees to make (or cause to be made) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable (and unless otherwise agreed by the Parties, within fourteen (14) business days after the date of this Agreement), and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act, including responding to any Request for Additional Information and Documentary Material under the HSR Act as promptly as reasonably practicable, or any other Antitrust Information or Document Requests made of the Parties, and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; (B) each Party agrees to submit (or cause to be submitted) a briefing paper to the CMA as promptly as practicable (and unless otherwise agreed by the Parties within fourteen (14) business days) after the date of this Agreement, and to supply as promptly as practicable any additional information and documentary material that the CMA may request, and to take all other actions to resolve or conclude any formal review under the EA 2002 and obtain clearance and approval to complete the Merger and the other transactions contemplated Transactions from the CMA and (C) unless otherwise agreed by this Agreement. In exercising the foregoing rightsParties in writing, each party Parent and the Company shall act reasonably and submit, or cause to be submitted, (1) as promptly as practicable. Subject to applicable Law practicable (and unless otherwise agreed by the instructions Parties, within fourteen (14) business days) after the date of any Governmental Entitythis Agreement, each party shall keep each other reasonably apprised a draft of the status of matters relating joint notice to the completion of the transactions CFIUS (“CFIUS Notice”) contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party under 31 C.F.R. § 800.501(g) with respect to such transactionsthe Transactions, and(2) as promptly as practicable after receiving feedback from CFIUS regarding the draft CFIUS Notice referenced in clause (1), to the extent practicable under the circumstancesa formal CFIUS Notice as contemplated by 31 C.F.R. § 800.501(a), shall provide the other party and its counsel with the opportunity to participate (3) as soon as possible (and in any meeting event in accordance with applicable regulatory requirements) any Governmental Entity other submissions that are formally requested by CFIUS to be made, or which Parent determines should be made, in respect each case in connection with this Agreement and the Transactions. Parent shall bear the cost of any filing, investigation or other inquiry filing fees payable to Governmental Entities in connection with the transactions contemplated hereby. With respect to any information shared by filing of the parties pursuant to this Section 5.6 that is protected from disclosure Notification and Report Forms filed under the attorney-client privilegeHSR Act or filings under EA 2002, work product doctrine, joint defense privilege or any other privilegeand, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilegeCFIUS Notice.

Reasonable Best Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent, Holdings and Merger Sub, on the parties agrees one hand, and the Partnership and the General Partner, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use their reasonable best efforts to (i) take, or cause to be taken, all actions that are appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to consummate and make effective, in cause the most expeditious manner conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the Merger avoidance of doubt, in the case of Parent and the other General Partner, until the Effective Time or the termination of this Agreement, retaining ownership and voting control, directly or indirectly, over all Common Units and the General Partner Interest in the Partnership beneficially owned by Parent, any of its Subsidiaries or the General Partner, as applicable, as of the date of this Agreement or acquired thereafter and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts preparing and filing as promptly as practicable all documentation to accomplish the following: (i) obtain effect all required consentsnecessary filings, approvals or waivers fromnotifications, or participation in notices, petitions, statements, registrations, submissions of information, applications and other discussions or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contractdocuments, (ii) obtain promptly (and in any event no later than the Outside Date) all necessary actions or nonactionsapprovals, consents, waivers, consentsclearances, approvalsexpirations or terminations of waiting periods, orders and authorizations from Governmental Entities, make all necessary registrations, declarations permits, authorizations and filings and make reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, other confirmations from any Governmental EntityAuthority or third party necessary, (iii) vigorously resist and contest any Action, including administrative proper or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary advisable to consummate the transactions contemplated hereby and fully to carry out the purposes of by this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of and (iii) defend any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) Proceedings challenging this Agreement or the Partnership (with respect to actions taken by the Contango Group Entities). Each consummation of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised ability of the status of matters relating parties to the completion of consummate the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilege.

Reasonable Best Efforts. Upon (a) Subject to and upon the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees hereto shall cooperate with the other parties hereto and use (and shall cause their respective Subsidiaries to use use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions that are actions, and do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to cause the conditions to Closing set forth in Article VI applicable to such party to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner practicable (and in any event no later than the Outside Date)reasonably practicable, the Merger and the other transactions Transactions, including (A) taking all such actions contemplated by this the terms of the Statutory Merger Agreement, including using reasonable best efforts (B) otherwise preparing and filing promptly and fully all documentation to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contract, (ii) obtain effect all necessary actions or nonactionsfilings, waiversnotices, consentspetitions, approvalsstatements, orders and authorizations from Governmental Entities, make all necessary registrations, declarations submissions of information, applications and filings and make reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal documents and (ivC) execute executing and deliver delivering any additional instruments necessary to consummate the transactions contemplated hereby and fully Transactions, (ii) obtain all Consents from any Governmental Authority or third-party necessary, proper or advisable to carry out consummate the purposes of this Agreement; providedTransactions, howeverincluding any such Consents required under applicable Antitrust Laws, (iii) take all steps that no Mid-Con Group Entity are necessary, proper or Contango Group Entity shall commit advisable to the payment of avoid any fee, penalty or other consideration or make Actions by any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (Governmental Authorities with respect to actions taken by the Mid-Con Group Entities) this Agreement or the Partnership Transactions and (iv) defend or contest in good faith any Action by any third- party (excluding any Governmental Authority), whether judicial or administrative, challenging this Agreement or that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 5.05 or elsewhere in this Agreement shall require Parent or Merger Sub to take or agree to take any action with respect to actions taken by the Contango Group Entities). Each any of the parties hereto shall furnish to each other party such necessary information its Affiliates (including any Person in which any of its Affiliates has any debt or equity investment and reasonable assistance any affiliated or commonly advised investment fund) or any direct or indirect portfolio companies (as such other party may reasonably request term is understood in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilegeprivate equity industry) thereof.

Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each Each of the parties agrees to hereto will (i) use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable obtain promptly (and in any event no later than the Outside Termination Date)) any clearance required under applicable Antitrust Laws for the consummation of the Transactions, the Merger and the other transactions contemplated by this Agreement, including using (ii) use its reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals avoid or waivers fromeliminate any impediment under any Antitrust Law, or participation regulation or rule, that may be asserted by any Governmental Entity, or any other Person, with respect to the Transactions so as to enable the Effective Time to occur expeditiously (and in other discussions or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contractevent no later than the Termination Date), (iiiii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make use its reasonable best efforts to obtain an approval defend through Agency Litigation or, if applicable, other litigation on the merits any claim asserted in any court, administrative tribunal or waiver fromhearing that the Transactions would violate any Law, or to avoid any Action by, regulation or rule of any Governmental Entity, (iii) vigorously resist and contest any Actionin order to avoid entry of, including administrative or judicial Action, and seek to have vacatedvacated or terminated, liftedany Injunction, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute cause its respective inside and deliver outside counsel to cooperate in good faith with counsel and other Representatives of each other party hereto and use its reasonable best efforts to facilitate and expedite the identification and resolution of any additional instruments necessary such issues and, consequently, the expiration of waiting periods under any applicable Antitrust Laws at the earliest practicable dates (and in any event no later than the Termination Date), such reasonable best efforts and cooperation to consummate include causing their respective inside and outside counsel (A) to keep each other appropriately informed on a current basis of communications from and to personnel of the transactions contemplated hereby reviewing antitrust authority and fully (B) to carry out confer on a current basis with each other regarding appropriate contacts with and response to personnel of such antitrust authority, (v) use its reasonable best efforts to cause the purposes conditions set forth in Article VII to be satisfied on a timely basis, subject to the limitations set forth in this Section 6.6, and (vi) prior to the Effective Time, not acquire any business unless advised by counsel that in such counsel’s opinion so doing would not significantly increase the risk of an Injunction or materially delay the satisfaction of the condition set forth in Article VII. Notwithstanding the foregoing or any other provisions of this Agreement, in no event will Parent be required hereunder or otherwise to offer or agree to any of the following actions: (A) the sale, holding separate, licensing, modifying or otherwise disposing of all or any portion of the business, assets or properties of Parent, the Company or their respective Subsidiaries, (B) conducting or limiting the conduct of the business, assets or properties of Parent, the Company or their respective Subsidiaries, or (C) Parent, the Company or their respective Subsidiaries’ entry with a Governmental Entity any agreement, settlement, Order, other relief or action of a type referred to in clause (A) or (B) (a “Consent Decree”). The Company will take, and cause its Subsidiaries to take, all actions requested by Parent to satisfy any Consent Decree approved by Parent in its sole discretion; provided, however, that no Mid-Con Group Entity the effect thereof may at the Company’s or Contango Group Entity shall commit to Parent’s request be conditioned on the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities). Each occurrence of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilegeEffective Time.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties agrees hereto shall use (and cause its affiliates to use use) its reasonable best efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or cause to be takentaken promptly, all actions that are actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in the most expeditious manner practicable (and in any event no later than the Outside Date), effective the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contract, (ii) obtain obtaining all necessary actions or nonactions, waivers, consents, consents and approvals, orders including the Company Approvals and authorizations the Parent Approvals, from Governmental Entities, make Entities and making all necessary registrations, declarations registrations and filings and make reasonable best efforts taking all steps as may be necessary to obtain an approval or waiver from, or to avoid any Action an action or proceeding by, any Governmental Entity, including filings under the HSR Act, (ii) obtaining all necessary consents, approvals or waivers from third parties reasonably requested by Parent or the Company to be obtained in respect of the Company Material Contracts in connection with the Merger, this Agreement or the transactions contemplated by this Agreement, (iii) vigorously resist defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and contest any Action, including administrative or judicial Action, the other transactions contemplated by this Agreement and seek seeking to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit the consummation of the Merger and the other transactions contemplated hereby, including including, without limitation, by vigorously pursuing using reasonable best efforts to pursue all avenues of judicial and administrative and judicial appeal appeal, and (iv) execute executing and deliver delivering any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities). Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights; provided, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entityhowever, each party shall keep each other reasonably apprised of the status of matters relating that prior to the completion of Effective Time in no event shall the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, Company or any of their respective Subsidiariesits Subsidiaries be required to pay or, from absent the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), pay or commit to pay any Governmental Entity and/or material fee, material penalties or other material consideration to any landlord or other third party with respect to such transactionsobtain any consent, and, to approval or waiver required for the extent practicable consummation of the Merger under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation real estate leases or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilegeCompany Material Contracts.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, the Parent Entities, on the one hand, and each of Partnership and Partnership GP, on the parties agrees other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use its reasonable best efforts to (i) take, or cause to be taken, all actions that are appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to consummate and make effective, in cause the most expeditious manner conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, causing to be voted all Common Units beneficially owned by Parent in favor of the Merger at the Partnership Unitholder Meeting pursuant to the Support Agreement and to consummate and make effective, in the other most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts preparing and filing as promptly as practicable all documentation to accomplish the following: effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (i) obtain all including any required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required recommended filings under any Mid-Con Material Contract or Contango Material Contractapplicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all necessary actions or nonactionsapprovals, consents, waivers, consentsclearances, approvalsexpirations or terminations of waiting periods, orders and authorizations from Governmental Entities, make all necessary registrations, declarations permits, authorizations and filings and make reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, other confirmations from any Governmental EntityAuthority or third party necessary, (iii) vigorously resist and contest any Action, including administrative proper or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary advisable to consummate the transactions contemplated hereby by this Agreement and fully to carry out the purposes of (iii) defend any Proceedings challenging this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) Agreement or the Partnership (with respect to actions taken by the Contango Group Entities). Each consummation of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised ability of the status of matters relating parties to the completion of consummate the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilege.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees Company and Parent agree, and Parent and the Company agree to cause their respective Subsidiaries to use their respective reasonable best efforts to take, or cause to be taken, all actions that are and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable (and in any event no later than the Outside Date), effective the Merger and the other transactions Transactions contemplated by this Agreement and to use their respective reasonable best efforts to cause the conditions to each party's obligation to effect the Merger as set forth in Article V to be satisfied as promptly as practicable after the date hereof and in any event prior to the Termination Date, including (i) preparing and filing, in consultation with the other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, Tax ruling requests and other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party (including, any landlords or sublandlords in connection with Company Leased Properties) and/or any Governmental Authority to consummate the Transactions, (ii) taking such steps as may be necessary or advisable to obtain all such material consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals, and (iii) contesting and resisting any administrative or judicial action or proceeding instituted (or threatened in writing to be instituted), and taking all reasonable steps to lift or rescind any injunction or restraining order or other order, adversely affecting the ability of the parties hereto to consummate the Merger or any of the other Transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, including using each party hereto agrees to make or cause to be made, in consultation and cooperation with the other (A) as promptly as practicable and advisable after the date hereof, but in no event later than ten (10) Business Days after the date hereof, an appropriate filing of a Notification and Report Form pursuant to the HSR Act, and (B) as promptly as practicable and advisable, all other necessary registrations, declarations, notices and filings relating to the Transactions with other Governmental Authorities under any other Antitrust Law with respect to the Transactions. Each party hereto agrees (x) not to extend any waiting period under the HSR Act or any other Antitrust Law or enter into any agreement with any Governmental Authority to delay the consummation of the Transactions, except with the prior written consent of the other parties which consent shall not be unreasonably withheld, conditioned or delayed, (y) to respond to any inquiries received and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Antitrust Law and (z) to take such actions as are necessary or advisable to obtain all requisite approvals, clearances and authorizations of any Governmental Authority and cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Law as promptly as practicable and in any event prior to the Termination Date. Parent shall be responsible for paying all filing fees under the HSR Act and any other applicable Antitrust Laws with respect to the Transactions. (b) To the extent permissible under applicable Law, each of Parent and the Company shall, in connection with the efforts referenced in Section 4.4(a) to obtain all requisite approvals, clearances and authorizations for the Transactions under the HSR Act or any other Antitrust Law, use its reasonable best efforts to accomplish (i) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the following: other party of any substantive communication received by such party from, or 45 given by such party to, the Antitrust Division of the United States Department of Justice (the "DOJ"), the United States Federal Trade Commission (the "FTC") or any other Governmental Authority and of any substantive communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions contemplated hereby, (iii) permit the other party's authorized Representatives to consult with each other in advance of, and consider in good faith the views of the other party in connection with, any substantive proposed meeting, conference or communication with, the DOJ, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, (iv) give the other party's authorized Representatives the opportunity to attend and participate in such meetings and conferences to the extent not prohibited by applicable Law or by the applicable Governmental Authority, (v) in the event one party is prohibited by applicable Law or by the applicable Governmental Authority from participating in or attending any meetings or conferences, keep the other party promptly apprised with respect thereto and (vi) cooperate in connection with any proposed analysis, appearance, presentation, memoranda, brief, white papers, filings, correspondence, opinion, proposal or other communications,, explaining or defending the Transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority; provided, however, that materials may be redacted as reasonably advisable (A) to remove references concerning the valuation, pricing, and other competitively sensitive terms in the Contracts of Parent, the Company and their respective Subsidiaries, (B) to remove references concerning proposals from third parties with respect to the Company, (C) as necessary to comply with contractual arrangements, and (C) as necessary to address reasonable privilege or confidentiality concerns. Without limiting the generality of the Buyer Parties' undertaking pursuant to this Section 4.4, and notwithstanding anything to the contrary contained in this Agreement, Parent shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary approvals, clearances, and authorizations for the Transactions HSR Act or any other Antitrust Laws, provided, that such strategy shall be reasonably designed to obtain such approvals, clearances, and authorizations in a manner consistent with this Section 4.4, as promptly as reasonably practicable, but in no event later than the Termination Date, and Parent shall take the lead in all meetings and communications with any Governmental Authority in connection with obtaining any necessary Antitrust Laws or competition clearances. All expenses incurred in connection with the foregoing shall be paid by the party incurring such fees or expenses (c) During the period from the date of this Agreement until the earlier of termination of this Agreement in accordance with its terms and the Effective Time, none of Parent, Merger Sub or the Company shall, and each of the Parent, Merger Sub and the Company shall not permit any of their respective Subsidiaries to, take any action or enter into any transaction, or any agreement to effect any transaction (including by merger or acquisition), that would reasonably be expected to prevent, materially hinder or materially delay the ability of the parties to (i) obtain all required consents, approvals the expiration or waivers from, termination of the waiting period under the HSR Act or participation in any other discussions applicable Antitrust Law applicable to the Transaction or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contract, (ii) obtain all necessary actions or nonactions, waiversany authorizations, consents, approvalsorders, orders and authorizations from approvals of any Governmental EntitiesAuthorities necessary for the consummation of the Transactions. 46 (d) Without limiting the generality of the Buyer Parties' undertaking pursuant to this Section 4.4, make all necessary registrationsParent agrees to defend through litigation on the merits any claim under any antitrust, declarations and filings and make reasonable best efforts competition or trade regulation law that is asserted in court by any Governmental Authority or any other party, in order to obtain an approval or waiver fromavoid entry of, or to avoid any Action byhave vacated or terminated, any Governmental Entity, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction order or other order judgment (whether temporary, preliminary or permanent) that is in effect and that could restrict, would prevent or prohibit consummation of the Merger and Closing from occurring prior to the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this AgreementTermination Date; provided, however, that such litigation in no Mid-Con Group Entity way limits the obligation of Parent to use its reasonable best efforts to close the Transactions prior to the Termination Date. (e) Notwithstanding anything to the contrary set forth in this Agreement, Parent and the Company shall, in order to permit the satisfaction of the conditions set forth in Section 5.1(b) and Section 5.1(c) as promptly as practicable and advisable, (i) propose, negotiate, commit to, effect and agree to, by consent decree, hold separate order or Contango Group Entity shall otherwise, the sale, divestiture, license, holding separate, and other disposition of and restriction on the businesses, assets, properties, product lines, and equity interests of, or changes to the conduct of business of, the Company or any of its Subsidiaries) and take such action or actions that would in the aggregate have a similar effect, (ii) create, terminate, or divest relationships, ventures, contractual rights or obligations of the Company or any of its Subsidiaries, and (iii) otherwise take or commit to take any action that would limit Parent's freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of the payment of Company, or its Subsidiaries; provided that any feesuch sales, penalty divestitures, licenses, holdings, dispositions, restrictions, changes or similar effects are conditioned upon and become effective only from and after the Effective Time; provided, further, however, that nothing contained in this Agreement shall require Parent or the Company to take, or cause to be taken, or commit to take, or commit to cause to be taken, any divestiture, license, hold separate, sale or other consideration disposition, of or make with respect to assets, businesses or product lines of (x) Parent or any other concessionof its Subsidiaries or (y) the Company or any of its Subsidiaries, waiver if, in the case of clause (y), doing so will have or amendment under would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Without limiting the foregoing, in no event shall the Company (and the Company shall not permit any Contract in connection with obtaining of its Subsidiaries to) propose, negotiate, effect or agree to any consent such actions without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities)Parent. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilege4.5.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees Company and Parent agree, and Parent and the Company agree to cause their respective Subsidiaries to use their respective reasonable best efforts to take, or cause to be taken, all actions that are and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable (and in any event no later than the Outside Date), effective the Merger and the other transactions Transactions contemplated by this Agreement, including using Agreement and to use their respective reasonable best efforts to accomplish cause the following: conditions to each party's obligation to effect the Merger as set forth in Article V to be satisfied as promptly as practicable after the date hereof and in any event prior to the Termination Date, including (i) preparing and filing, in consultation with the other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, Tax ruling requests and other documents and to obtain as promptly as practicable all required consents, approvals clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or waivers fromadvisable to be obtained from any third party (including, any landlords or participation sublandlords in other discussions or negotiations with, third parties, including as required under connection with Company Leased Properties) and/or any Mid-Con Material Contract or Contango Material ContractGovernmental Authority to consummate the Transactions, (ii) taking such steps as may be necessary or advisable to obtain all necessary actions or nonactionssuch material consents, clearances, waivers, consentslicenses, approvalsregistrations, permits, authorizations, Tax rulings, orders and authorizations from Governmental Entitiesapprovals, make all necessary registrations, declarations and filings and make reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, (iii) vigorously resist contesting and contest resisting any Action, including administrative or judicial Actionaction or proceeding instituted (or threatened in writing to be instituted), and seek taking all reasonable steps to have vacated, lifted, reversed lift or overturned rescind any decree, judgment, injunction or other restraining order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of any fee, penalty or other consideration or make any other concessionorder, waiver or amendment under any Contract in connection with obtaining any consent without adversely affecting the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities). Each ability of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with consummate the foregoing. Subject to applicable Law relating to the exchange Merger or any of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions Transactions contemplated by this Agreement. In exercising furtherance and not in limitation of the foregoing rightsforegoing, each party shall act reasonably hereto agrees to make or cause to be made, in consultation and cooperation with the other (A) as promptly as practicablepracticable and advisable after the date hereof, but in no event later than ten (10) Business Days after the date hereof, an appropriate filing of a Notification and Report Form pursuant to the HSR Act, and (B) as promptly as practicable and advisable, all other necessary registrations, declarations, notices and filings relating to the Transactions with other Governmental Authorities under any other Antitrust Law with respect to the Transactions. Subject Each party hereto agrees (x) not to applicable extend any waiting period under the HSR Act or any other Antitrust Law or enter into any agreement with any Governmental Authority to delay the consummation of the Transactions, except with the prior written consent of the other parties which consent shall not be unreasonably withheld, conditioned or delayed, (y) to respond to any inquiries received and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Antitrust Law and the instructions (z) to take such actions as are necessary or advisable to obtain all requisite approvals, clearances and authorizations of any Governmental Entity, each party shall keep each other reasonably apprised Authority and cause the expiration or termination of the status of matters relating applicable waiting periods under the HSR Act and any other Antitrust Law as promptly as practicable and in any event prior to the completion of Termination Date. Parent shall be responsible for paying all filing fees under the transactions contemplated hereby, including promptly furnishing the HSR Act and any other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party applicable Antitrust Laws with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilegeTransactions.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent, Merger Sub and the parties agrees to Company shall use their reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to (i) consummate the transactions contemplated hereby and make effectiveto cause the conditions set forth in Article VI to be satisfied as promptly as practicable and, in any event, on or before the most expeditious manner End Date, (ii) prepare as promptly as practicable (and file, submit or effect, as applicable) all necessary applications, notices, petitions, filings, ruling requests and other documents in order to obtain (and to cooperate with the other parties to obtain) any event no later than the Outside Date)Approval from any Governmental Entity which is required to be obtained by Parent, Merger Sub, the Merger and Company or its Subsidiaries in connection with the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as may be required under any Mid-Con Material Contract or Contango Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental EntityMoney Transmitter Requirements, (iii) vigorously resist and contest any Actioncomply promptly with all Legal Requirements which may be imposed on such party with respect to the transactions contemplated by this Agreement, including (iv) defend all lawsuits or other legal, regulatory, administrative or judicial Actionother proceedings to which it (or with respect to the Company, and its Subsidiaries is) a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreement, in each case until the issuance of a final, non-appealable order with respect to each such lawsuit or other proceeding, (v) seek to have vacated, lifted, reversed lifted or overturned rescinded any decree, judgment, injunction or other restraining order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation which may adversely affect the ability of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary parties to consummate the transactions contemplated hereby and fully to carry out the purposes of by this Agreement; provided, howeverin each case until the issuance of a final, that no Midnon-Con Group Entity or Contango Group Entity shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (appealable order with respect thereto and (vi) seek to actions taken resolve any objection or assertion by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities). Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by challenging this Agreement. In exercising the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices Agreement or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. In furtherance of the foregoing, the Company, Parent and Merger Sub agree to, as promptly as practicable after the date hereof: (A) make (or cause to be made) an appropriate filing of a Notification and Report Form pursuant to the HSR Act, which filing shall in any event be made within twenty (20) Business Days following the date hereof, (B) submit to the Committee on Foreign Investment in the United States (“CFIUS”) a draft of a joint voluntary notice of the transaction contemplated by this Agreement (the “CFIUS Notice”), which submission shall in any event be made within twenty (20) Business Days following the date hereof, (C) subject to the final sentence of this Section 5.5(a), make such filings and submissions as set forth on Section 5.5(a)(C) of the Company Disclosure Schedules (and such other filings and submissions not set forth on Section 5.5(a)(C) of the Company Disclosure Schedules) in each case to the extent required by applicable Money Transmitter Requirements with respect to obtaining Approvals related to Money Transmitter Licenses of the Company or its Subsidiaries (the “Money Transfer Change of Control Filings”), and (D) make such filings contemplated by applicable foreign competition Laws as set forth on Section 5.5(a) of the Company Disclosure Schedules. With respect to the draft CFIUS Notice, Parent, Merger Sub and the Company shall use reasonable best efforts to provide any requested supplemental information shared and other related information pursuant to Section 721 of Title VII of the Defense Production Act of 1950, as amended (50 U.S.C. § 4501 et seq.) (the “Defense Production Act”) as promptly as practicable, and to submit a final CFIUS Notice and other related information pursuant to the Defense Production Act as promptly as practicable after receiving any comments to the draft CFIUS Notice. With respect to the Money Transfer Change of Control Filings, each of Parent, Merger Sub and the Company agrees to use its reasonable best efforts and cooperate with the other parties (a) in timely making inquiries with Governmental Entities regarding the Money Transfer Change of Control Filings, (b) in determining if any Money Transfer Change of Control Filings are not required by Governmental Entities, and (c) in timely making all Money Transfer Change of Control Filings (except with respect to such jurisdictions where the parties pursuant to this Section 5.6 agree that a Money Transfer Change of Control Filing is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilegenot required).

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees Company and Parent agree, and Parent and the Company agree to cause their respective Subsidiaries to use their respective reasonable best efforts to take, or cause to be taken, all actions that are and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable (and in any event no later than the Outside Date), effective the Merger and the other transactions Transactions contemplated by this Agreement, including using Agreement and to use their respective reasonable best efforts to accomplish cause the following: conditions to each party’s obligation to effect the Merger as set forth in Article V to be satisfied as promptly as practicable after the date hereof and in any event prior to the Termination Date, including (i) preparing and filing, in consultation with the other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, Tax ruling requests and other documents and to obtain as promptly as practicable all required consents, approvals clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or waivers fromadvisable to be obtained from any third party (including, any landlords or participation sublandlords in other discussions or negotiations with, third parties, including as required under connection with Company Leased Properties) and/or any Mid-Con Material Contract or Contango Material ContractGovernmental Authority to consummate the Transactions, (ii) taking such steps as may be necessary or advisable to obtain all necessary actions or nonactionssuch material consents, clearances, waivers, consentslicenses, approvalsregistrations, permits, authorizations, Tax rulings, orders and authorizations from Governmental Entitiesapprovals, make all necessary registrations, declarations and filings and make reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, (iii) vigorously resist contesting and contest resisting any Action, including administrative or judicial Actionaction or proceeding instituted (or threatened in writing to be instituted), and seek taking all reasonable steps to have vacated, lifted, reversed lift or overturned rescind any decree, judgment, injunction or other restraining order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of any fee, penalty or other consideration or make any other concessionorder, waiver or amendment under any Contract in connection with obtaining any consent without adversely affecting the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities). Each ability of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with consummate the foregoing. Subject to applicable Law relating to the exchange Merger or any of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions Transactions contemplated by this Agreement. In exercising furtherance and not in limitation of the foregoing rightsforegoing, each party shall act reasonably hereto agrees to make or cause to be made, in consultation and cooperation with the other (A) as promptly as practicablepracticable and advisable after the date hereof, but in no event later than ten (10) Business Days after the date hereof, an appropriate filing of a Notification and Report Form pursuant to the HSR Act, and (B) as promptly as practicable and advisable, all other necessary registrations, declarations, notices and filings relating to the Transactions with other Governmental Authorities under any other Antitrust Law with respect to the Transactions. Subject Each party hereto agrees (x) not to applicable extend any waiting period under the HSR Act or any other Antitrust Law or enter into any agreement with any Governmental Authority to delay the consummation of the Transactions, except with the prior written consent of the other parties which consent shall not be unreasonably withheld, conditioned or delayed, (y) to respond to any inquiries received and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Antitrust Law and the instructions (z) to take such actions as are necessary or advisable to obtain all requisite approvals, clearances and authorizations of any Governmental Entity, each party shall keep each other reasonably apprised Authority and cause the expiration or termination of the status of matters relating applicable waiting periods under the HSR Act and any other Antitrust Law as promptly as practicable and in any event prior to the completion of Termination Date. Parent shall be responsible for paying all filing fees under the transactions contemplated hereby, including promptly furnishing the HSR Act and any other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party applicable Antitrust Laws with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilegeTransactions.

Reasonable Best Efforts. Upon the terms The Merger Agreement provides that each party will make (i) an appropriate filing of a Notification and subject Report Form pursuant to the conditions set forth HSR Act (such report form, the “Report Form”) with respect to the transactions contemplated by the Merger Agreement and (ii) all other necessary filings, forms, declarations, notifications, registrations and notices with other governmental entities under foreign competition laws relating to the transactions. The parties to the Merger Agreement agree to act in this good faith and reasonably cooperate with the other parties in connection with any investigation of any governmental entity with respect to competition laws, including using reasonable best efforts to furnish to each other all information required for any filing, form, declaration, notification, registration and notice. Each party will give the other parties reasonable prior notice of any communication with, and any proposed understanding or agreement with, any governmental entity regarding any filings, forms, declarations, notifications, registrations or notices and permit the other parties to review and discuss in advance, and consider in good faith the views of the others in connection with, any proposed communication, understanding or agreement with any governmental entity with respect to the transactions contemplated by the Merger Agreement, each . None of the parties agrees will independently participate in any meeting, or engage in any substantive conversation, with any governmental entity in respect of any filings or inquiry with respect to competition laws without giving the other parties prior notice of the meeting and, unless prohibited by such governmental entity, the opportunity to attend and/or participate. The parties will consult and cooperate with one another in connection with any information or proposals submitted in connection with proceedings under or relating to any competition law. Without limiting the foregoing, Penwest and Endo will each use its reasonable best efforts: (i) to avoid the entry of any judgment that would restrain, prevent or delay the Merger Closing; (ii) to eliminate every impediment under any competition law that may be asserted by any governmental entity so as to enable the Merger Closing to occur as soon as reasonably possible (and in any event no later than October 19, 2010); and (iii) vigorously to contest and resist any such action or proceeding, including any administrative or judicial action. The parties agree to use reasonable best efforts to taketake and to do, or cause and to be takenassist and cooperate with the other parties in doing, all actions that are things necessary, proper or advisable to consummate and make effective, in effective the most expeditious manner practicable (and in any event no later than the Outside Date)Offer, the Merger and the other transactions contemplated by this the Merger Agreement, including using reasonable best efforts to accomplish the following: (i) obtain the obtaining of all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contract, (ii) obtain all Table of Contents necessary actions or nonactions, waivers, consents, approvalslicenses, permits, authorizations, orders and authorizations approvals from Governmental Entities, make governmental entities and the making of all other necessary registrations, declarations registrations and filings (including filings with governmental entities, if any), (ii) the obtaining of all consents, approvals or waivers from third parties that are necessary to consummate the Offer, the Merger and make reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entitythe transactions contemplated by the Merger Agreement, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation the preparation of the Merger Proxy Statement and any other documents that may be required to be filed with the other transactions contemplated herebyCommission, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute the execution and deliver delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby by, and to fully to carry out the purposes of, the Merger Agreement, and (v) the providing of this Agreement; providedall such information concerning such party, howeverits subsidiaries, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of any feeits affiliates and its subsidiaries’ and affiliates’ officers, penalty or other consideration or make any other concessiondirectors, waiver or amendment under any Contract employees and partners as may be reasonably requested in connection with obtaining any consent without regulatory matters. Notwithstanding the prior written consent of Contango (foregoing obligations, neither Penwest nor Endo will be required in order to resolve any objections asserted under competition laws by any governmental entity with respect to actions taken by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities). Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated herebyby the Merger Agreement to divest any of its businesses, including promptly furnishing the other with copies of notices product lines or other written communications received by each party, as the case may beassets, or take or agree to take any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation action or other inquiry in connection with the transactions contemplated hereby. With respect agree to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege limitation or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilegerestriction.

Reasonable Best Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent, Holdings and Merger Sub, on the parties agrees one hand, and the Partnership and the General Partner, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use their reasonable best efforts to (i) take, or cause to be taken, all actions that are appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to consummate and make effective, in cause the most expeditious manner conditions to the Closing to be satisfied as promptly as reasonably practicable (and in any event no later than the Outside Date), including, for the Merger avoidance of doubt, in the case of Parent, Holdings and the other General Partner, until the Effective Time or the termination of this Agreement, retaining ownership and voting control, directly or indirectly, over all Common Units and Preferred Units and the General Partner Interest in the Partnership beneficially owned by Parent, Holdings, any of their respective Subsidiaries or the General Partner, as applicable, as of the date of this Agreement or acquired thereafter, and to consummate and make effective the transactions contemplated by this Agreement, including using reasonable best efforts preparing and filing as promptly as practicable all documentation to accomplish the following: (i) obtain effect all required consentsnecessary filings, approvals or waivers fromnotifications, or participation in notices, petitions, statements, registrations, submissions of information, applications and other discussions or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contractdocuments, (ii) promptly obtain (and in any event no later than the Outside Date) all necessary actions or nonactionsapprovals, consents, waivers, consentsclearances, approvalsexpirations or terminations of waiting periods, orders and authorizations from Governmental Entities, make all necessary registrations, declarations Permits, authorizations and filings and make reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, other confirmations from any Governmental EntityAuthority or third party necessary, (iii) vigorously resist and contest any Action, including administrative proper or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary advisable to consummate the transactions contemplated hereby and fully to carry out the purposes of by this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of and (iii) defend any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) Proceedings challenging this Agreement or the Partnership (with respect to actions taken by the Contango Group Entities). Each consummation of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised ability of the status of matters relating parties to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with consummate the transactions contemplated hereby. With respect Notwithstanding anything in this Agreement to any information shared by the parties contrary, no party hereto nor its Affiliates shall be obligated pursuant to this Section 5.6 6.3 to offer or commit or consent to take or refrain from taking any action pursuant to any request or requirement of any Governmental Authority that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege involves (i) making any divestiture or disposition of any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilegeportion of any business or assets or (ii) accepting or entering any consent decree or hold separate order.

Reasonable Best Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, Parent, on the one hand, and each of the parties agrees Partnership and the General Partner, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use its reasonable best efforts to (i) take, or cause to be taken, all actions that are appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to consummate and make effective, in cause the most expeditious manner conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the Merger avoidance of doubt, in the case of Parent and the other General Partner until the Effective Time or the termination of this Agreement, retaining ownership and voting control over all Common Units beneficially owned by Parent and the General Partner as of the date of this Agreement or acquired thereafter and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts preparing and filing as promptly as practicable all documentation to accomplish the following: (i) obtain effect all required consentsnecessary filings, approvals or waivers fromnotifications, or participation in notices, petitions, statements, registrations, submissions of information, applications and other discussions or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contractdocuments, (ii) obtain promptly (and in any event no later than the Outside Date) all necessary actions or nonactions, waiversapprovals, consents, approvalsclearances, orders and authorizations from Governmental Entitiesexpirations or terminations of waiting periods, make all necessary registrations, declarations permits, authorizations and filings and make reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, other confirmations from any Governmental EntityAuthority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (iii) vigorously resist and contest defend any Action, including administrative Proceedings challenging this Agreement or judicial Action, and the consummation of the transactions contemplated by this Agreement or seek to have vacated, lifted, reversed lifted or overturned rescinded any decree, judgment, injunction or restraining order or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation adversely affecting the ability of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary parties to consummate the transactions contemplated hereby and fully to carry out (iv) obtain all necessary consents, approvals or waivers from third parties. Parent and its Affiliates shall enter into the purposes Support Agreement by execution of this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit a joinder thereto if at any time prior to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities). Each taking of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all vote of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity Common Units in respect of this Agreement the Parent or its Affiliates acquire beneficial or direct ownership of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilegeCommon Units.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to use reasonable best efforts to Company, Parent, Holdings, Merger Sub LLC and Merger Sub shall take, or cause to be taken, all actions that are reasonably necessary, and to do, or cause to be done, all things reasonably necessary under any applicable Laws to cause the Transactions to be consummated as soon as practicable, including (i) the satisfaction of the conditions to consummating the Integrated Mergers, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, (iii) making as promptly as practicable and advisable any required submissions, notices and filings under applicable Antitrust Laws or any other applicable Laws with respect to the Transactions, (iv) promptly furnishing information required in connection with such submissions and filing under such Antitrust Laws, (v) keeping the other parties reasonably fully informed with respect to the status of any such submissions and filings under Antitrust Laws, including with respect to: (A) the receipt of any non-action, action, clearance, consent, approval or waiver, (B) the expiration or termination of any waiting period, (C) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under Antitrust Laws, or (D) the nature and status of any objections raised or proposed or threatened to be raised under Antitrust Laws with respect to the Transactions, (vi) obtaining all actions or non-actions, consents, orders, exemptions approvals, consents, waivers, registrations, permits, authorizations and other confirmations from, or avoiding an investigation, 44 TABLE OF CONTENTS action, proceeding or other challenge of the legality of the Transactions by, any Governmental Authority or third party necessary, proper or advisable to consummate and make effective, in the most expeditious manner Transactions as soon as practicable (and in any event no later than the Outside Date)collectively, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i“Approvals”) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (ivvii) execute the execution and deliver delivery of any additional instruments necessary to consummate the transactions contemplated hereby Transactions and to fully to carry out the purposes of this Agreement; provided. Additionally, howevereach of Parent, Holdings, Merger Sub LLC, Merger Sub and the Company shall not take any action after the date of this Agreement that no Mid-Con Group Entity would reasonably be expected to materially delay the obtaining of, or Contango Group Entity shall commit to the payment of result in not obtaining, any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (Approval with respect to actions taken by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities). Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege Antitrust Laws or any other privilege, the parties shall take reasonable efforts applicable Law necessary to share such information in a manner so as be obtained prior to preserve the applicable privilegeClosing.

Reasonable Best Efforts. Upon Subject to the terms and subject to the conditions set forth in this Agreementherein provided and applicable law, each of the parties agrees to ACL Holdings, ACL and DHC shall use its reasonable best efforts to take, take or cause to be taken, taken all actions that are and to do or cause to be done all things necessary, proper or advisable to consummate and make effectiveeffective as promptly as practicable the transactions contemplated hereby and by the other Restructuring Documents, and to cooperate fully with the others in connection with the most expeditious manner practicable foregoing (and in any event no later than whether before, at or after the Outside Closing Date), the Merger and the other transactions contemplated by this Agreement, including using all reasonable best efforts to accomplish the following: (i) to obtain all required waivers, consents, approvals and authorizations from third parties and under any federal, state, local or waivers from, foreign law or participation in other discussions or negotiations with, third partiesregulation, including as required under any Mid-Con Material Contract or Contango Material Contractthe HSR Act, if applicable, (ii) obtain all necessary actions to lift or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make reasonable best efforts rescind any injunction or restraining order or other order adversely affecting the ability of the Parties to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entityconsummate the transactions contemplated hereby, (iii) vigorously resist to effect all necessary registrations and contest filings and submissions of information requested by any ActionGovernment Authority, including administrative or judicial Action(iv) in the event the Restructuring is to be effected through a Chapter 11 Case and a Chapter 11 Plan, to seek confirmation of the Chapter 11 Plan consistent with the terms hereof, and seek (v) to have vacatedfulfill all conditions set forth in Articles VIII, liftedIX, reversed X, and XI of this Agreement, and the other Parties shall reasonably cooperate with the foregoing. Each of ACL Holdings, ACL and DHC further shall, with respect to any threatened or overturned any decree, judgment, pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order (whether temporary, preliminary or permanent) applicable to it that is in effect and that could restrict, prevent or prohibit consummation would adversely affect the ability of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary Parties to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) other Restructuring Documents, use all reasonable best efforts to prevent the entry, enactment or the Partnership (with respect to actions taken by the Contango Group Entities). Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other partiespromulgation thereof, as the case may be. Notwithstanding anything herein to the contrary, this Agreement is being executed by the Unitholders in their capacities as equity holders and any not, if applicable, as members of their respective Subsidiaries, that appears the Board of Representatives of ACL Holdings or in any filing made withother capacity, or written materials submitted to, it being acknowledged that any third party and/or any Governmental Entity in connection with duties and conduct as members of the Merger Board of Representatives of ACL Holdings shall be solely as prescribed by law and the other transactions contemplated not by this Agreement. In exercising the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilegeFurthermore, the parties Unitholders hereto will use all reasonable best efforts for their actions alone and shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilegeno responsibility whatsoever for any activities of ACL Holdings, ACL and their Subsidiaries.

Reasonable Best Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Merger Sub, on the parties agrees one hand, and the Partnership and the General Partner, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use their reasonable best efforts to (i) take, or cause to be taken, all actions that are appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to consummate and make effective, in cause the most expeditious manner conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the Merger avoidance of doubt, in the case of Parent and the other General Partner, until the Effective Time or the termination of this Agreement, retaining ownership and voting control over all Common Units and the non-economic General Partner Interest in the Partnership beneficially owned by Parent and the General Partner, as applicable, as of the date of this Agreement or acquired thereafter and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts preparing and filing as promptly as practicable all documentation to accomplish the following: (i) obtain effect all required consentsnecessary filings, approvals or waivers fromnotifications, or participation in notices, petitions, statements, registrations, submissions of information, applications and other discussions or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contractdocuments, (ii) obtain promptly (and in any event no later than the Outside Date) all necessary actions or nonactionsapprovals, consents, waivers, consentsclearances, approvalsexpirations or terminations of waiting periods, orders and authorizations from Governmental Entities, make all necessary registrations, declarations permits, authorizations and filings and make reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, other confirmations from any Governmental EntityAuthority or third party necessary, (iii) vigorously resist and contest any Action, including administrative proper or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary advisable to consummate the transactions contemplated hereby and fully to carry out the purposes of by this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of and (iii) defend any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) Proceedings challenging this Agreement or the Partnership (with respect to actions taken by the Contango Group Entities). Each consummation of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised ability of the status of matters relating parties to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with consummate the transactions contemplated hereby. With Parent and its Affiliates shall enter into the Support Agreement by execution of a joinder thereto if at any time prior to the taking of the vote of the Common Units in respect to of this Agreement the Parent or its Affiliates acquire beneficial or direct ownership of any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilegeCommon Units.

Reasonable Best Efforts. Upon Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to hereto shall use its reasonable best efforts (subject to, and in accordance with, applicable law) to take, or cause to be taken, promptly all actions that are actions, and to do, or cause to be done, promptly and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable (and in any event no later than the Outside Date), effective the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) obtain the obtaining of all required consents, approvals necessary Consents or waivers from, or participation in other discussions or negotiations with, from third parties, including as required under any Mid-Con Material Contract or Contango Material Contractparties and Governmental Authorities, (ii) obtain all necessary actions the defending of any lawsuits or nonactionsother legal proceedings, waiverswhether judicial or administrative, consentschallenging this Agreement or the consummation of the transactions contemplated by this Agreement, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, (iii) vigorously resist the execution and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation delivery of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the by this Agreement. For purposes of this Agreement; provided, however“reasonable best efforts” shall not include nor require either party or its subsidiaries to (A) sell, that no Mid-Con Group Entity or Contango Group Entity shall commit agree to the payment sell, hold or agree to hold separate, or otherwise dispose or agree to dispose of any feeasset, penalty in each case if such sale, separation or other consideration disposition or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (agreement with respect thereto would, individually or in the aggregate, reasonably be expected to actions taken by have a material adverse effect on the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities). Each expected benefits of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising Agreement to such party, or (B) conduct or agree to conduct its business in any particular manner if such conduct or agreement with respect thereto would, individually or in the foregoing rightsaggregate, each party shall act reasonably and as promptly as practicable. Subject be expected to applicable Law and have a material adverse effect on the instructions of any Governmental Entity, each party shall keep each other reasonably apprised of the status of matters relating to the completion expected benefits of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each this Agreement to such party, as or (C) agree to any order, action or regulatory condition of any regulatory body, whether in an approval proceeding or another regulatory proceeding, that, if effected, would cause a material reduction in the case may beexpected benefits for such party’s shareholders (for example, or any of the parties expect their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity customers to participate in any meeting with any Governmental Entity in respect the benefits of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect by this Agreement in amounts up to but not exceeding (x) the benefits of joint system dispatch and fuel savings as they materialize in future fuel clause proceedings and (y) rates that are lower than they otherwise would have been as net merger savings materialize in future rate proceedings initiated in the ordinary course of business) (any information shared by of the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilegeforegoing effects, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilege“Burdensome Effect”).

Reasonable Best Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to party will use its reasonable best efforts to take, or cause to be taken, all actions that are actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this Agreement, including filing as promptly as practicable, all documentation to effect all necessary consents, waivers, approvals, authorizations, Permits or orders from all Governmental Authorities or other Persons and make effective, to preserve the benefit of the Merger for Parent relating to the Subsidiaries located in Spain in the most expeditious manner event that anti-trust approval of the Merger has not been obtained in Spain prior to the Effective Time. In addition, Parent shall use its reasonable best efforts to consummate the financings contemplated by the Equity Commitment Letter and the Debt Commitment Letter. Each party shall also refrain from taking, directly or indirectly, any action that would be reasonably likely to result in a failure of any of the conditions to the Merger in this Agreement being satisfied or restrict such party’s ability to consummate the Merger and the other transactions contemplated hereby. If any takeover, anti-takeover, moratorium, “fair price,” “control share” or other similar Law is or becomes applicable to the Merger, the parties shall use their respective reasonable best efforts, to take all action necessary so that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable (on the terms contemplated by this Agreement and in any event no later than otherwise to minimize the Outside Date), effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities). Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilege.

Reasonable Best Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent, Holdings and Merger Sub, on the parties agrees one hand, and the Partnership and the General Partner, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use their reasonable best efforts to (i) take, or cause to be taken, all actions that are appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as reasonably practicable, including, for the avoidance of doubt, in the case of Parent, Holdings and the General Partner, until the Effective Time or the termination of this Agreement, retaining ownership and voting control, directly or indirectly, over all Common Units and the General Partner Interest in the Partnership beneficially owned by Parent, Holdings, any of their respective Subsidiaries or the General Partner, as applicable, as of the date of this Agreement or acquired thereafter, and to consummate and make effective the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) promptly obtain all approvals, consents, waivers, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable (and in any event no later than the Outside Date), the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, (iii) vigorously resist and contest defend any Action, including administrative Proceedings challenging this Agreement or judicial Action, and the consummation of the transactions contemplated by this Agreement or seek to have vacated, lifted, reversed lifted or overturned rescinded any decree, judgment, injunction or restraining order or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation adversely affecting the ability of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary parties to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; providedhereby. If, however, that no Mid-Con Group Entity or Contango Group Entity shall commit at any time prior to the payment effectiveness of the Written Consent, Parent or its Affiliates (other than Holdings) acquire a beneficial or direct ownership of any feeCommon Units, penalty or other consideration or make any other concession, waiver or amendment under any Contract then Parent and its Affiliates shall enter into the Support Agreement by execution of a joinder thereto. Notwithstanding anything in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities). Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating this Agreement to the exchange of informationcontrary, each neither party nor its Affiliates shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties be obligated pursuant to this Section 5.6 6.3 to offer or commit or consent to take or refrain from taking any action pursuant to any request or requirement of any Governmental Authority that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege involves (i) making any divestiture or disposition of any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilegeportion of any business or assets or (ii) accepting or entering any consent decree or hold separate order.

Reasonable Best Efforts. Upon Subject to the terms and subject to the conditions set forth provided in this Agreement, each of the parties agrees to hereto shall use reasonable best efforts to taketake promptly, or cause to be taken, all actions that are actions, and to do promptly, or cause to be done, all things necessary, proper or advisable to consummate and make effectiveeffective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings, including to obtain early termination of the waiting period under the HSR Act, and to avoid the entry or remove any injunctions, temporary restraining orders or other impediments or delays, legal or otherwise, in order to consummate and make effective the most expeditious manner practicable (and in any event no later than the Outside Date), the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts Agreement for the purpose of securing to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of parties hereto the Merger and the other transactions benefits contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that no Mid-Con Group Entity Parent shall not be required to agree to any divestiture by Parent or Contango Group Entity shall commit to the payment Company or any of Parent's subsidiaries or affiliates, of shares of capital stock or of any feebusiness, penalty assets or other consideration property of Parent or make any other concessionits subsidiaries or affiliates, waiver or amendment under any Contract in connection with obtaining any consent without of the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) Company, its affiliates, or the Partnership (with respect imposition of any limitation on the ability of any of them to actions taken by the Contango Group Entities)conduct their businesses or to own or exercise control of such assets, properties and stock. Each In addition, each of the parties hereto shall furnish agrees, and agrees to instruct its respective counsel, to cooperate with each other party such to facilitate and to obtain all necessary information waivers, consents and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating approvals, including but not limited to the exchange expiration or termination of informationthe waiting period under the HSR Act, each party shall have at the right to review in advance, and earliest practicable date. Notwithstanding anything herein to the extent practicable each shall consult with the other in connection withcontrary, all of the information relating to the other parties, as the case may be, and no party hereto nor any of their respective Subsidiaries, that appears in representatives will communicate with any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and governmental agency (except on insubstantial procedural issues) without giving the other transactions contemplated by this Agreement. In exercising the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the parties a reasonable opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with such communication to the transactions contemplated hereby. With respect to any information shared extent permitted by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilegegovernment agency.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each Party (including, for the avoidance of the parties agrees doubt, Guarantor) will use (and will cause each of their respective Subsidiaries to use use) its reasonable best efforts to take, or cause to be taken, all actions that are and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, or causing to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions, including the Merger, as soon as practicable after the date hereof, including (i) preparing and make effectivefiling or otherwise providing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations, including the Governmental Requirements and as required under the HSR Act, necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Transactions, including the Merger, and (ii) taking all steps as may be necessary, subject to the limitations in this Section 6.2, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, each Party (and, in the most expeditious manner practicable case of Guarantor, Parent and Merger Sub their respective Subsidiaries, including, if applicable, their “ultimate parent entity” as that term is defined in the HSR Act and implementing regulations) agrees to (x) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable, and in any event no within ten (10) Business Days after the execution of this Agreement (unless a later than date is mutually agreed between the Outside DateParties), and to supply as promptly as reasonably practicable and advisable any additional information and documentary materials that may be requested pursuant to the Merger HSR Act and to take all other actions necessary to cause the other transactions contemplated expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, (y) act in good faith to make an appropriate filing with applicable Governmental Entities in order to obtain the Governmental Requirements with respect to the Transactions as promptly as reasonably practicable (with the goal of filing by the applicable dates set forth in Attachment 2 in Section 3.4 of the Company Disclosure Letter), and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested by such Governmental Entities pursuant to applicable Laws and, subject to the terms and conditions of this Agreement, including using to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain the Governmental Requirements under such Laws and (z) make all other necessary registrations, declarations, notifications and filings with Governmental Entities as reasonably promptly as practicable after the date hereof, and to supply as promptly as reasonably practicable and advisable any additional information and documentary materials that may be requested by such Governmental Entities under any applicable Laws. Without limiting the generality of the undertakings of Guarantor, Parent and Merger Sub pursuant to this Section 6.2(a) and notwithstanding anything in this Agreement to the contrary, Guarantor, Parent and Merger Sub will use (and will cause each of their respective Subsidiaries to use) their reasonable best efforts to accomplish take, or cause to be taken, any and all steps necessary or prudent, to avoid or eliminate each and every impediment under any applicable Law that may be asserted by any Governmental Entity or any other Person so as to enable the following: Parties to consummate the Transactions, including the Merger, as promptly as practicable, and in any event prior to the Outside Date, including by becoming subject to, consenting to, committing to, and/or negotiating, proposing, offering, settling, undertaking or agreeing to, or otherwise taking any action with respect to, permitting or suffering to exist, any requirement, condition, limitation, understanding, agreement or order to (A) sell, license, lease, assign, transfer, divest, encumber, hold separate or otherwise dispose of any share capital or other equity voting interests, assets, licenses, operations, rights, product lines, business or portion of business of the Company, the Surviving Corporation, Guarantor, Parent, Merger Sub or any Subsidiary of any of the foregoing, (B) conduct, restrict, operate, invest or otherwise change the assets, licenses, operations, rights, product lines, the business or portion of the business of the Company, the Surviving Corporation, Guarantor, Parent, Merger Sub or any Subsidiary of any of the foregoing in any manner, (C) impose any restriction, requirement or limitation on the freedom of actions with respect to ownership, retention, conduct, operation of, or ability to retain, or make changes in, or otherwise limit in any way any assets, licenses, operations, rights, product lines, business or portion of business, in each case, of the Company, the Surviving Corporation, Guarantor, Parent, Merger Sub or any Subsidiary of any of the foregoing, (D) terminate, amend or assign existing relationships and their contractual rights and obligations of the Company, the Surviving Corporation, Guarantor, Parent, Merger Sub or any Subsidiary of any of the foregoing, (E) grant any right or commercial or other accommodation to, or enter into any material commercial contractual or other commercial relationship, with any third party, or (F) to (i) obtain all required consentsavoid the entry of, approvals and the commencement of litigation seeking the entry of, any injunction, temporary restraining order or waivers fromother order or judgment in any suit of Proceeding by a Governmental Entity or any other person under applicable Laws, that would otherwise have the effect of materially delaying or participation in other discussions preventing the consummation of the Merger or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contract, (ii) obtain all necessary effect the dissolution of any such injunction restraining order or other order or judgment (any matter set forth in clauses (A) to (F), a “Remedy”); provided that neither Guarantor, Parent and Merger Sub nor any of their respective Subsidiaries shall be required to take any of the actions referred to above with respect to a Remedy unless the effectiveness thereof is conditioned on the occurrence of the consummation of the Merger; and provided, further, that nothing shall require either Guarantor, Parent or nonactionsMerger Sub (or any of their respective Subsidiaries) to agree or consent to any Remedy that would be or would reasonably be expected to, waiversindividually or in the aggregate, consentsresult in a material adverse effect on (1) the Company and the Company Subsidiaries taken as a whole, approvals(2) on Parent, orders Company, Merger Sub, and authorizations from Governmental Entitiestheir respective Subsidiaries, make all necessary registrations, declarations and filings and make reasonable best efforts to obtain an approval or waiver fromtaken as a whole, or (3) on Guarantor and its Subsidiaries taken as a whole. Guarantor, Parent and Merger Sub will (and will cause their respective Subsidiaries to) oppose fully and vigorously, including by defending through litigation on the merits, any claim asserted in court by any Governmental Entity or any other person under any Law in order to avoid any Action byentry of, any Governmental Entity, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed reversed, overturned or overturned terminated, any decree, judgment, injunction order or other order judgment (whether temporary, preliminary or permanent) that is in effect and that could restrict, would prevent or prohibit consummation of the Merger and Closing prior to the other transactions contemplated hereby, including by vigorously pursuing all avenues of administrative and judicial appeal and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this AgreementOutside Date; provided, however, that such obligation to litigate in no Mid-Con Group Entity or Contango Group Entity shall commit way limits the obligation of each of Guarantor, Parent and Merger Sub to the payment use, and cause each of any feeits Subsidiaries to use, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities). Each of the parties hereto shall furnish to each other party such necessary information its and their reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each party shall have the right to review in advancebest efforts, and to take any and all steps necessary to avoid or eliminate each and every impediment under any Law to consummate the extent practicable each shall consult with Transactions, including the other in connection with, all of the information relating Merger prior to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each party shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, each party shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilegeOutside Date.