Common use of Commercially Reasonable Efforts Clause in Contracts

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided in this Agreement, each of the Parties hereto agrees to use its commercially reasonable efforts to take or cause to be taken all action, to do or cause to be done and to assist and cooperate with the other Party in doing all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated hereby, including but not limited to: (a) the satisfaction of the conditions precedent to the obligations of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated hereby.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided in this Agreement, each of the Parties parties hereto agrees to use its commercially reasonable efforts to take or cause to be taken all action, to do or cause to be done and to assist and cooperate with the other Party parties hereto in doing all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated hereby, including but not limited to: (a) the satisfaction of the conditions precedent to the obligations of the Partiesparties hereto; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party parties hereto may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated hereby.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions herein provided, except as otherwise provided in this Agreementhereof, each of the Parties hereto agrees to party shall use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions and to do, to do or cause to be done and to assist and cooperate with the other Party in doing done, all things necessary, proper or advisable under applicable Laws laws and regulations to consummate the transactions contemplated by this Agreement as promptly as practicable after the date hereof, including (i) preparing and make effective filing as promptly as practicable all documentation to effect all necessary SEC filings and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Person and/or any Governmental Authority in order to consummate any of the transactions contemplated by this Agreement, (ii) executing and delivering such other documents, instruments and agreements as any party hereto shall reasonably request, and (iii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, orders, registrations, approvals, permits and authorizations. Notwithstanding the foregoing, in no event shall any party have any obligation, in order to consummate the transactions contemplated hereby, including but not limited to: (ai) take any action(s) that would result in Material Adverse Changes in the satisfaction of the conditions precedent benefits to the obligations of Seller on the Parties; (b) one hand or to the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as Purchaser on the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Companyor (ii) dispose of any material assets or make any material change in its business other than as contemplated by this Agreement, the Company Subsidiaries or (iii) expend any third party any information the disclosure material amount of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed funds or otherwise required by incur any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, material burden other than customary passivity commitments, in order to consummate and make effective the transactions those contemplated herebyby this Agreement.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions herein provided, except as otherwise provided set forth in this Agreement, each of the Parties hereto parties agrees to use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done done, and to assist and cooperate with the other Party parties in doing doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including but not limited to: (a) the satisfaction of the conditions precedent to the obligations of the Parties; (bi) the obtaining of applicable all necessary actions or nonactions, waivers, consents and approvals from Governmental ConsentsEntities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers, and consentsany necessary or appropriate financing arrangements, waivers and approvals of any other from third parties; , (ciii) the defending of any claim, action, suit, investigation lawsuits or proceedingother legal proceedings, whether judicial or administrative, challenging this Agreement or the performance consummation of the obligations hereunder; transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (div) the execution and delivery of such instrumentsany additional instruments necessary to consummate the transactions contemplated by, and the taking of such other actions as the other Party may reasonably request in order to fully carry out the intent of purposes of, this Agreement. Notwithstanding anything to the foregoingcontrary in this Agreement, under no circumstances will the Investor neither Xxxxxxxx.xxx nor Phone shall be required to disclose to hold separate (including by trust or otherwise) or divest any of their respective businesses or assets, or enter into any consent decree or other agreement that would restrict either Xxxxxxxx.xxx or Phone in the Company, the Company Subsidiaries or any third party any information the disclosure conduct of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebybusiness as heretofore conducted.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided set forth in this Agreement, in addition to the actions specifically provided for elsewhere in this Agreement, and subject to Section 2.4, each of the Parties hereto agrees to use its commercially reasonable efforts efforts, prior to, at and after the Distribution Effective Time, to take or cause to be taken taken, all actionactions, and to do do, or cause to be done done, and to assist and cooperate with the other Party Parties in doing doing, all things necessary, proper or advisable under applicable Laws necessary to consummate and make effective the Separation Transactions and the other transactions contemplated herebyby this Agreement and the Ancillary Agreements, including but not limited to: using commercially reasonable efforts to (a) the satisfaction of cause the conditions precedent set forth in Section 3.3 to the obligations of the Partiesbe satisfied; (b) the obtaining of applicable Governmental Consentsobtain all necessary actions, and waivers, consents, waivers approvals, waiting period expirations or terminations, orders and approvals authorizations from Governmental Authorities and the making of any other third partiesall necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authority, if any); (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or obtain all third party consents required to be obtained in order to effectuate the performance of the obligations hereunderSeparation Transactions (subject to Article II above); and (d) execute and/or deliver such other instruments as may be reasonably necessary to consummate the execution and delivery of such instrumentstransactions contemplated by, and the taking of such other actions as the other Party may reasonably request in order to fully carry out the intent of purposes of, this Agreement. Notwithstanding To the foregoing, under no circumstances will the Investor be required extent any Liability to disclose to the Companyany Governmental Authority or any Third Party arises out of any such action or inaction described in clauses (a) through (d), the Company Subsidiaries or transferee of the applicable Asset hereby assumes and agrees to pay any third party any information the disclosure of which is prohibited by Law, nor shall it be required such Liability subject to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebySection 2.4.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, each of the Parties hereto agrees to Party shall use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done done, and to assist and cooperate with the other Party Parties in doing doing, all things necessary, proper or advisable under applicable Laws Law to consummate and make effective the transactions contemplated herebyTransactions. Without limiting the generality of the foregoing, the Parties will use their respective commercially reasonable efforts to (i) take all actions necessary to transfer the Acquired Assets and obtain all consents and approvals necessary from any Person, including but not limited to: by facilitating any negotiations reasonably requested by Buyer in connection therewith, (aii) take all actions necessary to cause all conditions set forth in Article 7 to be satisfied as soon as practicable, (iii) lift or rescind any existing Order preventing, prohibiting or delaying the satisfaction consummation of the conditions precedent Transactions, (iv) effect all necessary registration, applications, notices and other filings required by applicable Law, including, as applicable to Sellers, under the obligations of the Parties; (b) the obtaining of applicable Governmental ConsentsBankruptcy Code, and consents, waivers (v) execute and approvals of deliver any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order additional instruments necessary to fully carry out the intent purposes of this Agreement. Notwithstanding Buyer shall not take any action that would reasonably be expected to prevent or materially delay the foregoing, under no circumstances will approval of any Governmental Entity of any of the Investor be required filings referred to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebythis Section 6.5.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions herein provided, except as otherwise provided set forth in this AgreementAgreement but subject to Section 5.4, each of the Parties hereto parties agrees to use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done done, and to assist and cooperate with the other Party parties in doing doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including but not limited tocommercially reasonable efforts to accomplish the following: (ai) the satisfaction taking of all acts necessary to cause the conditions precedent to the obligations of the PartiesClosing to be satisfied (but in no event shall a party be required to waive any such condition) as promptly as practicable; (bii) the obtaining of applicable Governmental Consentsall necessary actions or nonactions, and waivers, consents, waivers clearances and approvals from Governmental Authorities and the making of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; all necessary registrations and (d) the execution and delivery of such instrumentsfilings, and the taking of such other actions all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Authority, including under the other Party may reasonably request HSR Act, or any foreign competition laws, in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose each case to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are extent determined by the Investor in its sole discretion to be unduly burdensomeapplicable to the Merger and the parties hereto, other than customary passivity commitments(iii) the obtaining of all necessary consents, in order approvals or waivers from third parties, (iv) taking all steps as may be necessary to consummate obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and make effective the transactions contemplated herebyapprovals.

Commercially Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, each of the Parties hereto agrees to use its commercially reasonable efforts to take Company, Sub and Parent shall take, or cause to be taken taken, all actionactions and to do, to do or cause to be done and to assist and cooperate with the other Party in doing done, all things necessary, proper or advisable under applicable Laws Law to consummate and make effective the transactions Transactions contemplated herebyby this Agreement, including but not limited to: (ai) making as promptly as practicable any required filings with any Governmental Authority or other third party and furnishing all information reasonably required in connection with such filings, (ii) using commercially reasonable efforts to cause the satisfaction expiration of any applicable waiting periods, (iii) obtain any material consent, authorization or approval of any private third Person required to be obtained by Parent, Sub or the Company or any of their respective Subsidiaries in connection with the Transactions contemplated by this Agreement, (iv) using commercially reasonable efforts to prevent the entry of any judgment, injunction, order or decree that would prohibit the consummation of the conditions precedent to Offer or the obligations of the Parties; Merger and (bv) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of taking any other actions by or with respect to any Governmental Authority or other third parties; (c) defending of any claimparty that are necessary, action, suit, investigation proper or proceeding, whether judicial or administrative, challenging this Agreement or advisable to consummate the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of Transactions contemplated by this Agreement. Notwithstanding In addition to the foregoing, under no circumstances will neither Parent or Sub, on the Investor be required to disclose to one hand, nor the Company, on the Company Subsidiaries other hand, shall take any action, or fail to take any third party any information action, that is intended to, or has (or would reasonably be expected to have) the disclosure of which is prohibited by Laweffect of, nor shall it be required to agree to any restrictionspreventing, conditions or commitments imposed impairing, delaying or otherwise required adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under this Agreement, except as expressly provided by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebythis Agreement.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided set forth in this Agreement, in addition to the actions specifically provided for elsewhere in this Agreement, and subject to Section 2.7, each of the Parties hereto agrees to use its commercially reasonable efforts efforts, prior to, at and after the Distribution Effective Time, to take or cause to be taken taken, all actionactions, and to do do, or cause to be done done, and to assist and cooperate with the other Party Parties in doing doing, all things necessary, proper or advisable under applicable Laws necessary to consummate and make effective the Separation Transactions and the other transactions contemplated herebyby this Agreement and the Ancillary Agreements, including but not limited to: using commercially reasonable efforts to (ai) the satisfaction of cause the conditions precedent set forth in Section 3.4 to the obligations of the Partiesbe satisfied; (bii) the obtaining of applicable Governmental Consentsobtain all necessary actions, and waivers, consents, waivers approvals, waiting period expirations or terminations, orders and approvals authorizations from Governmental Authorities and the making of any other third partiesall necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authority, if any); (ciii) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or obtain all third party consents required to be obtained in order to effectuate the performance of the obligations hereunderSeparation Transactions (subject to Article II above); and (div) execute and/or deliver such other instruments as may be reasonably necessary to consummate the execution and delivery of such instrumentstransactions contemplated by, and the taking of such other actions as the other Party may reasonably request in order to fully carry out the intent of purposes of, this Agreement. Notwithstanding To the foregoingextent any Liability to any Governmental Authority or any Third Party arises out of any such action or inaction described in clauses (i), under no circumstances will the Investor be required to disclose to the Company(ii), (iii) and (iv) above, the Company Subsidiaries or transferee of the applicable Asset hereby assumes and agrees to pay any third party any information the disclosure of which is prohibited by Law, nor shall it be required such Liability subject to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebySection 2.7.

Commercially Reasonable Efforts. Upon Without limiting the Parties’ obligations under Section 6.3, upon the terms and subject to the conditions herein provided, except as otherwise provided in this Agreement, until the Closing each of the Parties hereto agrees to shall (and Seller shall cause Seller Parent to) use its commercially reasonable efforts to take or cause to be taken all actionactions, to do or cause to be done and to assist and cooperate with the other Party in doing all things necessary, proper or advisable under applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated hereby, including but not limited toincluding: (a) the satisfaction of the conditions precedent to the obligations of any of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and or approvals of any other Governmental Entities or third parties; (c) the defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, Actions challenging this Agreement or the performance of the obligations hereunderhereby; and (d) the execution and delivery of such instruments, and the taking of such other actions actions, as the other Party may reasonably request require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, none of the Company Subsidiaries or any of its Affiliates or Purchaser or any of its Affiliates shall be obligated to make (or shall make without Purchaser’s consent) any concessions or payments or otherwise pay any consideration to any third party to obtain any information the disclosure of which is prohibited by Lawapplicable consent, nor shall it be required to agree to any restrictions, conditions waiver or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyapproval.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions herein provided, except as otherwise provided set forth in this Agreement, each of the Parties hereto parties agrees to use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done done, and to assist and cooperate with the other Party parties in doing doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including but not limited toincluding: (ai) the satisfaction obtaining all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and making of the conditions precedent all necessary registrations and filings (including filings with Governmental Entities) and taking of all reasonable steps as may be necessary to the obligations of the Parties; obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (bincluding those in connection with State Takeover Approvals), (ii) the obtaining of applicable Governmental Consentsall necessary consents, approvals or waivers from third parties, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (diii) the execution and delivery of such instruments, and any additional instruments necessary to consummate the taking of such other actions as the other Party may reasonably request in order to carry out the intent of transactions contemplated by this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required No party to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor this Agreement shall it be required to agree consent to any restrictionsvoluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, conditions which consent shall not be unreasonably withheld, conditioned or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebydelayed.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, each of the Parties parties hereto agrees to shall use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done and to assist and cooperate with the other Party in doing done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated herebyby this Agreement and the Collateral Agreements as promptly as practicable, including but not limited to: (ai) the satisfaction prompt preparation and filing of all forms, registrations and notices required to be filed to consummate the conditions precedent to the obligations of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging transactions contemplated by this Agreement or and the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, Collateral Agreements and the taking of such other commercially reasonable actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any Governmental Authority or any other Person and (ii) using its reasonable best efforts to cause the satisfaction of all conditions to Closing. Each party shall promptly consult with the other Party may reasonably request in order with respect to, provide any necessary information with respect to carry out and provide the intent of this Agreement. Notwithstanding the foregoingother (or its counsel) copies of, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries all filings made by such party with any Governmental Authority or any third other Person or any other information supplied by such party to a Governmental Authority or any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor other Person in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate connection with this Agreement and make effective the transactions contemplated herebyby this Agreement, as the same may be disclosed without (i) violating any legal constraints or any legal obligation, (ii) waiving any attorney/client work product or like privilege or (iii) disclosing information about the activities of Seller that is not related to Purchaser or the operation of the Business or the Transferred Assets or Assumed Liabilities.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided set forth in this Agreement, each of the Parties hereto parties agrees to use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done done, and to assist and cooperate with the other Party parties hereto in doing doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including but not limited tousing commercially reasonable efforts to accomplish the following: (ai) the satisfaction taking of all acts necessary to cause the conditions precedent to the obligations of the Parties; Closing to be satisfied as promptly as practicable, (bii) the obtaining of applicable Governmental Consentsall necessary actions or nonactions, and consentswaivers, waivers consents and approvals from Governmental Entities and the making of any other third parties; all necessary registrations and filings (cincluding filings with Governmental Entities) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and (iii) the other Party may reasonably request in order to carry out the intent obtaining of this Agreement. Notwithstanding the foregoingall necessary consents, under no circumstances will the Investor approvals or waivers from third parties; provided that none of Parent , Merger Sub, Empagio or SMB shall be required to disclose to the Company, the Company Subsidiaries or make any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree payment to any restrictions, conditions such third parties or commitments imposed or otherwise required by concede anything of value to obtain such consents from any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebysuch third parties.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions herein provided, except as otherwise provided set forth in this Agreement, and except as expressly provided in Section 6.04, each of the Parties hereto agrees to Seller and Purchaser shall use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done and to assist and cooperate with the other Party in doing done, all things necessary, proper or advisable under applicable Laws to consummate and make effective cause the transactions contemplated herebyClosing to occur, in the most expeditious manner practicable, including but not limited to: (ai) the satisfaction of the conditions precedent obtaining all necessary or advisable actions or non-actions, waivers, consents and approvals from Governmental Entities and making all necessary or advisable registrations and filings (including filings with Governmental Entities, if any) and taking all steps as may be necessary to the obligations of the Parties; obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (bii) the obtaining of applicable Governmental Consents, and all necessary or advisable consents, approvals or waivers and approvals of any other from third parties; , (ciii) defending of against any claim, action, suit, investigation lawsuits or proceedingother legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Document or the performance consummation of the obligations hereunder; Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (div) executing and delivering any additional instruments necessary to consummate the execution Transactions and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to fully carry out the intent purposes of this Agreementthe Transaction Documents. Notwithstanding Seller and Purchaser shall not, and shall not permit any of their respective affiliates to, take any actions that would, or that could reasonably be expected to, result in any of the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor set forth in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyArticle VII not being satisfied.

Commercially Reasonable Efforts. Upon From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, each of the Parties hereto agrees to Sellers and Buyer shall cooperate, and shall use its their commercially reasonable efforts efforts, to take (i) take, or cause to be taken taken, all actionactions and (ii) do, to do or cause to be done and to assist and cooperate with the other Party in doing done, all things necessarynecessary for it to do, proper or advisable under applicable Laws Governmental Rules to consummate and make effective the transactions contemplated herebyby this Agreement, including but not limited to: all actions and all things necessary for it to (aA) comply promptly with all Governmental Rules that may be imposed on it with respect to this Agreement and the satisfaction transactions contemplated hereby (which actions shall include furnishing all information required by applicable Governmental Rule in connection with approvals of or filings with any Governmental Entity), (B) satisfy the conditions precedent to the obligations of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; such Party hereto and (dC) obtain any consent, authorization, order or approval of, or any exemption by any Governmental Entity or other public or private third party required to be obtained or made by Sellers or Buyer in connection with the execution transactions contemplated by this Agreement, in each case, as soon as reasonably practicable following the date hereof; provided, however, that, except as otherwise set forth in this Agreement, no Party shall have any obligation to pay money or make any concessions to obtain such consents. Subject to appropriate confidentiality protections, each Party will furnish to the other Parties such necessary information and delivery of such instruments, and the taking of reasonable assistance as such other actions as the other Party Parties may reasonably request in order to carry out the intent of this Agreement. Notwithstanding connection with the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated hereby.

Commercially Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions herein provided, except as otherwise provided set forth in this Agreement, each of the Parties parties hereto agrees to shall use its commercially reasonable efforts (subject to, and in accordance with, applicable Law) to take promptly, or to cause to be taken taken, all actionactions, and to do promptly, or to cause to be done done, and to assist and cooperate with the other Party parties in doing doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated hereby, including but not limited to: (a) the satisfaction of the conditions precedent to the obligations of the Parties; (bi) the obtaining of applicable all necessary actions or nonactions, waivers, consents and approvals, including the Company Approvals and the Parent Approvals, from Governmental ConsentsEntities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, and or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers and approvals of any other from third parties; , (ciii) the defending of any claim, action, suit, investigation lawsuits or proceedingother legal proceedings, whether judicial or administrative, challenging this Agreement or the performance consummation of the obligations hereunder; transactions contemplated hereby and (div) the execution and delivery of such instruments, and the taking of such other actions as the other Party may any additional instruments reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order necessary to consummate and make effective the transactions contemplated hereby.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided set forth in this Agreement, each of the Parties hereto agrees to Company and Company Shareholders shall use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done done, and to assist and cooperate with the other Party Parties in doing doing, all things necessary, proper or advisable under applicable Laws to promptly consummate and make effective the transactions contemplated herebyMerger and Second Step Merger. Without limitation, including but not limited tothe Company shall use commercially reasonable efforts to accomplish the following: (ai) the satisfaction taking of all acts necessary to cause the conditions precedent to the obligations of the PartiesClosing to be satisfied; (bii) the obtaining of applicable all necessary actions or nonactions, waivers, consents and approvals from Governmental ConsentsEntities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity; (iii) the obtaining of all necessary consents, approvals or waivers and approvals of any other from third parties; (civ) the defending of any claim, action, suit, investigation lawsuits or proceedingother legal proceedings, whether judicial or administrative, challenging this Agreement or the performance consummation of the obligations hereundertransactions contemplated hereby; and (dv) the execution and delivery of such instrumentsany additional instruments necessary to consummate the transactions contemplated by, and the taking of such other actions as the other Party may reasonably request in order to fully carry out the intent of purposes of, this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated hereby.

Commercially Reasonable Efforts. Upon the terms Parent and subject to the conditions herein providedPurchaser shall, except as otherwise provided in this Agreement, each of the Parties hereto agrees to and shall use its their commercially reasonable efforts to cause their respective subsidiaries, to: (i) promptly, but no later than five (5) days after execution of this Agreement, make all filings and seek to obtain all authorizations (including, without limitation, all filings required under the HSR Act) required under all Applicable Laws with respect to this Agreement and the transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction) which would impair the ability of the Parties to consummate the transactions contemplated hereby; and (iii) promptly (x) take, or cause to be taken taken, all actionother actions and (y) do, to do or cause to be done and to assist and cooperate with the done, all other Party in doing all things reasonably necessary, proper or advisable under applicable Laws appropriate to satisfy the conditions set forth in Article V (unless waived) and to consummate and make effective the transactions contemplated hereby, by this Agreement on the terms and conditions set forth herein (including but not limited to: (a) the satisfaction of the conditions precedent seeking to the obligations of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals remove promptly any injunction or other legal barrier that may prevent such consummation). Purchaser shall promptly notify Seller of any other third parties; (c) defending of communication to Purchaser from any claimGovernmental Authority in connection with any required filing with, actionor approval or review by, suit, investigation or proceeding, whether judicial or administrative, challenging such Governmental Authority in connection with this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyhereby and permit Seller to review in advance any proposed communication to any Governmental Authority in such connection to the extent permitted by Applicable Law.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided in this Agreement, each Each of the Parties parties hereto agrees to use its commercially reasonable efforts to take or cause to be taken all action, to do or cause to be done done, and to assist and cooperate with the other Party in doing doing, all things necessary, proper or advisable under applicable Laws or ensure that the conditions to consummate and make effective the transactions contemplated herebyother party’s obligations hereunder are satisfied, including insofar as such matters are within the control of such party, in the most expeditious manner practicable, including, but not limited to: , (a) the satisfaction of the conditions precedent to the obligations of the Parties; (bi) the obtaining of applicable all necessary waivers, consents and approvals from Governmental ConsentsAuthorities and the making of all necessary registrations and filings (including, but not limited to, filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain any approval or waiver from, or to avoid any action or proceeding by, any Governmental Authority, (ii) the obtaining of all necessary consents, approvals or waivers from third Persons, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (diii) the execution and delivery of such instrumentsany and all agreements, documents and the taking of such other actions instruments as the other Party may reasonably request are necessary and appropriate in order to effectuate and carry out the intent provisions of this Agreement. Notwithstanding Agreement and the foregoing, under no circumstances will Ancillary Instruments to which it is a party and the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure consummation of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyhereby and thereby.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided in this Agreement, each of the Parties Each party hereto agrees to use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done done, and to assist and cooperate with the other Party party to this Agreement in doing doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Transaction. In furtherance and not in limitation of the foregoing, and with due allocation to those matters that are the duty of a specific party hereto, the Company and ILDE shall as promptly as practicable after the date of this Agreement (i) use their respective commercially reasonable efforts to obtain all necessary actions, waivers, consents, licenses, permits, authorizations, Orders and approvals from Governmental Entities and the making of all other necessary registrations and filings (including filings with Governmental Entities, if any), (ii) execute, deliver and perform any such additional instruments reasonably necessary to consummate the Transaction and to fully carry out the purposes of this Agreement and (iii) use their respective commercially reasonable efforts to provide all such information concerning such party, its Subsidiaries, its Affiliates and its and its Subsidiaries’ and Affiliates’ officers, directors, employees and partners as may be reasonably requested in connection with any of the matters set forth in this Section 4.5; provided, however, that, notwithstanding the foregoing, in no event shall any party hereto be required to commence or threaten to commence litigation against any Person in connection with the transactions contemplated hereby, including but not limited to: (a) the satisfaction of the conditions precedent to the obligations of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of by this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated hereby.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions herein provided, except as otherwise provided in this Agreement, and without limiting the obligations of the parties under Section 4.6, each of the Parties parties hereto agrees to use its commercially reasonable efforts to take or cause to be taken all action, to do or cause to be done and to assist and cooperate with the other Party party hereto in doing all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated hereby, including including, but not limited to: (ai) the satisfaction of the conditions precedent to the obligations of any of the Partiesparties hereto; (bii) the obtaining of applicable Governmental Consents, and consents, waivers and or approvals of any other third parties; (ciii) the defending of any claim, action, suit, investigation or proceedingActions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (div) the execution and delivery of such instruments, and the taking of such other actions as the other Party party hereto may reasonably request require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required except as necessary to disclose to comply with Section 4.6, none of Seller, the Company, the Company Subsidiaries Buyer or any of their respective Affiliates shall be obligated to make any payments or otherwise pay any consideration to any third party to obtain any information the disclosure of which is prohibited by Lawapplicable consent, nor shall it be required to agree to any restrictions, conditions waiver or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyapproval.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided in this Agreement, each of the Parties hereto agrees to use its commercially reasonable efforts to take or cause to be taken all action, to do or cause to be done and to assist and cooperate reasonably with the other Party in doing all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated hereby, including but not limited to: (a) the satisfaction of the conditions precedent to the obligations of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; and (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Governmental Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated hereby.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions herein provided, except as otherwise provided set forth in this Agreement, each of the Parties hereto agrees to party shall use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done done, and to assist and cooperate with the other Party in doing doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective effective, in the transactions contemplated herebymost expeditious manner practicable, the Contemplated Transactions, including but not limited to: (a) the satisfaction of the conditions precedent to the obligations of the Parties; (bi) the obtaining of applicable all necessary consents, approvals and waivers from Governmental ConsentsBodies and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Body, including the Required Regulatory Approval; (ii) the obtaining of all required consents, approvals or waivers from, and consentsthe giving of all required notices to, waivers and approvals of any other third parties; (ciii) the defending of any claim, action, suit, investigation or proceedingActions, whether judicial or administrative, challenging this Agreement or the performance consummation of the obligations hereunderContemplated Transactions, including seeking to have any stay or temporary restraining order entered by any Governmental Body vacated or reversed; and (div) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request any additional documents or instruments necessary in order to carry out consummate the intent of this Agreement. Notwithstanding the foregoingContemplated Transactions as expeditiously as possible; provided, under no circumstances will the Investor be required however, that such commercially reasonable efforts shall not include any requirement that any party commence any litigation, or offer or grant any accommodation (financial or otherwise) to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitmentsparty, in order to consummate and make effective the transactions contemplated herebyobtain any consent, approval or waiver.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided in this Agreement, each of the Parties parties hereto agrees to use its commercially reasonable efforts to take or cause to be taken all action, to do or cause to be done and to assist and cooperate with the other Party parties hereto in doing all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated hereby, including but not limited to: (a) the satisfaction of the conditions precedent to the obligations of the Partiesparties hereto; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; (c) Table of Contents defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party parties hereto may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated hereby.

Commercially Reasonable Efforts. Upon Parent and Purchaser shall, and shall cause their respective Subsidiaries, to: (i) promptly make all filings and seek to obtain all authorizations required under all applicable laws with respect to this Agreement and the terms transactions contemplated hereby and subject will consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction) which would impair the conditions herein provided, except as otherwise provided in this Agreement, each ability of the Parties hereto agrees parties to consummate the transactions contemplated hereby; and (iii) promptly use its their commercially reasonable efforts to take (x) take, or cause to be taken taken, all actionother actions and (y) do, to do or cause to be done and to assist and cooperate with the done, all other Party in doing all things reasonably necessary, proper or advisable under applicable Laws appropriate to satisfy the conditions set forth in Article V (unless waived) and to consummate and make effective the transactions contemplated hereby, by this Agreement on the terms and conditions set forth herein (including but not limited to: (a) the satisfaction of the conditions precedent seeking to the obligations of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals remove promptly any injunction or other legal barrier that may prevent such consummation). Purchaser shall promptly notify Sellers of any other third parties; (c) defending of communication to that party from any claimGovernmental Authority in connection with any required filing with, actionor approval or review by, suit, investigation or proceeding, whether judicial or administrative, challenging such Governmental Authority in connection with this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyhereby and permit Sellers to review in advance any proposed communication to any Governmental Authority in such connection to the extent permitted by applicable law.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided set forth in this Agreement, each of the Parties hereto parties agrees to use its commercially reasonable best efforts to take take, or cause to be taken taken, all action, to do or cause to be done and to assist and cooperate with the other Party in doing all things actions that are necessary, proper or advisable under applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (a) to the extent requested by Parent, obtain all required consents, approvals or waivers required under any Material Contract, (b) to the extent requested by Parent, obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from third parties in connection with the Merger and the other transactions contemplated hereby, including but not limited to: (a) the satisfaction of the conditions precedent to the obligations of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; (c) defending 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 neither the Company nor any claimof its Subsidiaries shall be required to pay any fee, actionpenalty or other consideration or make any other concession, suit, investigation waiver or proceeding, whether judicial amendment under any Contract or administrative, challenging this Agreement or the performance Law in connection with obtaining any consent. Each of the obligations hereunder; parties hereto shall furnish to each other party such necessary information and (d) the execution and delivery of such instruments, and the taking of reasonable assistance as such other actions as the other Party party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding connection with the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated hereby.

Commercially Reasonable Efforts. Upon Subject to the terms and subject conditions contained herein and except to the conditions herein provided, except as extent otherwise provided in this Agreementrequired under applicable laws and regulations, each of the Parties hereto agrees to Buyer and the Seller shall use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done done, and to assist and cooperate with the other Party party in doing doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated herebyby this Agreement and the Ancillary Agreements, including but not limited to: (a) the satisfaction obtaining of all necessary actions or nonactions, waivers, Consents and approvals from Governmental Authorities and the conditions precedent making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to the obligations of the Parties; obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (b) the obtaining of applicable Governmental all necessary Consents, and consents, approvals or waivers and approvals of any other from third parties; (c) defending of any claim, actionincluding the Seller, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose relating to the Company, E&PA Business as are necessary for the Company Subsidiaries or any third party any information the disclosure consummation of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated hereby, to provide the Buyer with the economic benefit of any Nonassignable Items as set forth in SECTION 2.3 of this Agreement and (c) otherwise fulfill the conditions to consummation of the transactions contemplated hereby set forth in ARTICLE 9 of this Agreement.

Commercially Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, each of the Parties hereto agrees to Company, Parent and Merger Sub shall use its all commercially reasonable efforts to take take, or cause to be taken taken, all actionactions and to do, to do or cause to be done and to assist and cooperate with the other Party in doing done, all things necessary, proper or advisable under applicable Laws Applicable Law to consummate and make effective the transactions contemplated herebyby this Agreement, including but (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement; provided that the parties hereto understand and agree that the commercially reasonable efforts of any party hereto shall not limited to: be deemed to include (ai) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the satisfaction transactions contemplated hereby or (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the conditions precedent foregoing) with respect to the obligations any of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement its or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Surviving Corporation’s Subsidiaries or any third party any information the disclosure of which is prohibited by Lawtheir respective Affiliates’ businesses, nor shall it be required to agree to any restrictions, conditions assets or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyproperties.

Commercially Reasonable Efforts. Upon From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, each of the Parties hereto agrees to KKUS and Cumberland shall cooperate, and shall use its their commercially reasonable efforts efforts, to take (i) take, or cause to be taken taken, all actionactions and (ii) do, to do or cause to be done and to assist and cooperate with the other Party in doing done, all things necessarynecessary for it to do, proper or advisable under applicable Laws law to consummate and make effective the transactions contemplated herebyby this Agreement, including but not limited to: all actions and all things necessary for it to (aA) comply promptly with all applicable law that may be imposed on it with respect to this Agreement and the satisfaction transactions contemplated hereby (which actions shall include furnishing all information required by applicable law in connection with approvals of or filings with any Governmental Authority), (B) satisfy the conditions precedent to the obligations of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; such Party hereto and (dC) obtain any consent, authorization, order or approval of, or any exemption by any Governmental Authority or other public or private third party required to be obtained or made by KKUS or Cumberland in connection with the execution transactions contemplated by this Agreement, in each case, as soon as reasonably practicable following the date hereof; provided, however, that, except as otherwise set forth in this Agreement, no Party shall have any obligation to pay money or make any concessions to obtain such consents. Subject to appropriate confidentiality protections, each Party will furnish to the other Parties such necessary information and delivery of such instruments, and the taking of reasonable assistance as such other actions as the other Party Parties may reasonably request in order to carry out the intent of this Agreement. Notwithstanding connection with the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated hereby.

Commercially Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions herein provided, except as otherwise provided set forth in this AgreementAgreement including Section 5.2(c) below, each of the Purchaser Parties hereto agrees and the Seller Parties will use Commercially Reasonable Efforts to use its commercially reasonable efforts to take promptly take, or cause to be taken taken, as applicable, all actionactions, and to do promptly do, or cause to be done done, and to assist and cooperate with the other Party Parties in doing doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions Transactions contemplated herebyby this Agreement, including but not limited to: (ai) obtaining all actions or nonactions, waivers, exemptions, consents, permits and approvals from Governmental Entities that either Party deems necessary or advisable acting in good faith, and making all necessary registrations as to which such consent, approval or waiver relates and filings and taking such actions as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, if applicable, (ii) obtaining all necessary consents, approvals or waivers from third parties in accordance with the satisfaction provisions of the conditions precedent Section 5.2(g) below, (iii) subject to the obligations terms of the Parties; (b) the obtaining of applicable Governmental ConsentsArticle XI, and consents, waivers and approvals of defending themselves in any lawsuits or other third parties; (c) defending of any claim, action, suit, investigation or proceedinglegal proceedings, whether judicial or administrative, challenging this Agreement or the performance consummation of the obligations hereunder; Transactions, and (div) executing and delivering any additional instruments reasonably necessary to consummate the execution Transactions and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to fully carry out the intent purposes of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries Agreement (including chain of title documentation or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebysimilar instruments).

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions herein provided, except as otherwise provided in this Agreement, each of the Parties parties hereto agrees to shall use its commercially reasonable efforts to take promptly, or cause to be taken taken, all actionactions, and to do promptly, or cause to be done and to assist and cooperate with the other Party in doing done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated hereby, including but not limited to: (a) the satisfaction of the conditions precedent to the obligations of the Parties; (b) the obtaining of applicable Governmental Consentsobtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and consentsto avoid the entry or remove any injunctions, waivers and approvals of any temporary restraining orders or other third parties; (c) defending of any claimimpediments or delays, action, suit, investigation legal or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitmentsotherwise, in order to consummate and make effective the transactions contemplated herebyby this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. In addition, each of the parties hereto agrees, and agrees to instruct its respective counsel, to cooperate with each other to facilitate and to obtain all necessary waivers, consents and approvals at the earliest practicable date. Notwithstanding anything herein to the contrary, no party hereto nor any of their representatives will communicate with any governmental or regulatory authority (except on insubstantial procedural issues) without giving the other parties a reasonable opportunity to participate in such communication to the extent permitted by the governmental or regulatory Authority.

Commercially Reasonable Efforts. Upon (a) Xxxxxx’x and Sellers shall promptly make all filings and seek to obtain all authorizations (including, without limitation, all filings required under the terms HSR Act) required under all Applicable Laws with respect to this Agreement and subject to the conditions herein provided, except as otherwise provided in this Agreement, transactions contemplated hereby and will reasonably consult and cooperate with each of the Parties hereto agrees to other with respect thereto. Xxxxxx’x and Sellers will use its their commercially reasonable efforts to make such filings by October 12, 2006. Xxxxxx’x and Sellers shall not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction) which would impair the ability of the Parties to consummate the transactions contemplated hereby; and use their commercially reasonable efforts to promptly (x) take, or cause to be taken taken, all actionother actions and (y) do, to do or cause to be done and to assist and cooperate with the done, all other Party in doing all things reasonably necessary, proper or advisable under applicable Laws appropriate to satisfy the conditions set forth in Article V (unless waived) and to consummate and make effective the transactions contemplated hereby, by this Agreement on the terms and conditions set forth herein (including but not limited to: (a) the satisfaction of the conditions precedent seeking to the obligations of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals remove promptly any injunction or other legal barrier that may prevent such consummation). Sellers shall promptly notify Purchaser of any other third parties; (c) defending of communication to that party from any claimGovernmental Authority in connection with any required filing with, actionor approval or review by, suit, investigation or proceeding, whether judicial or administrative, challenging such Governmental Authority in connection with this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyhereby and permit Purchaser to review in advance any proposed communication to any Governmental Authority in such connection to the extent permitted by Applicable Law.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided in this Agreement, each of the Parties parties hereto agrees to use its commercially reasonable efforts to take take, or cause to be taken taken, all actionaction and to do, to do or cause to be done and to assist and cooperate with the other Party in doing done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated herebyby this Agreement and the other Transaction Agreements, including but not limited to: (a) the satisfaction of using commercially reasonable efforts to satisfy the conditions precedent to the obligations of any of the Parties; (b) parties hereto, to obtain all necessary Permits, to effect all necessary registrations and filings and to deliver notices or communications to employees or Governmental Bodies. Without limiting the obtaining generality of the foregoing, each party shall take such action as the other party shall reasonably request to cause the parties to obtain any material Permits of Governmental Bodies and/or the expiration of applicable Governmental Consentswaiting periods. Notwithstanding any provision to the contrary in this Agreement, the Purchaser shall not be required to hold separate, and consentsagree to sell or otherwise dispose of, waivers and approvals assets, categories of assets or businesses of the Purchaser, any other third parties; of its Subsidiaries, the Company or OTI (c) defending of any claimor to enter into agreements with the relevant Governmental Body giving effect thereto). Except as required by Law, action, suit, investigation no material notice or proceeding, whether judicial or administrative, challenging communication to Governmental Bodies with respect to this Agreement or the performance of transactions contemplated by this Agreement or any other Transaction Agreement shall be made by Purchaser, on the obligations hereunder; and (d) the execution and delivery of such instrumentsone hand, and the taking of such other actions as Seller on the other Party may reasonably request in order to carry out hand, without the intent of this Agreement. Notwithstanding the foregoingother parties' prior written consent, under no circumstances will the Investor which shall not be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyunreasonably withheld.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided in this Agreement, each of the Parties parties hereto agrees to use its commercially reasonable efforts to take or cause to be taken all action, to do or cause to be done done, and to assist and cooperate with the other Party party hereto in doing doing, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated hereby, including including, but not limited to: , (a) the satisfaction of the conditions precedent to the obligations of any of the Parties; parties hereto, (b) the obtaining of applicable Governmental Consents, and consents, waivers and or approvals of any other third parties; parties under the Material Contracts, (c) the defending of any claim, action, suit, investigation lawsuits or proceedingother legal proceedings, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; , and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party party hereto may reasonably request require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose anything to the Companycontrary in this Agreement, the Company Subsidiaries parties hereto acknowledge and agree that neither Seller nor Buyer shall have any obligation to pay any consideration or to offer to grant, or agree to, any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions financial or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, accommodation in order to consummate obtain any third-party consents, waivers and make effective the transactions contemplated herebyapprovals.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided set forth in this Agreement, each of the Parties hereto parties agrees to use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done done, and to assist and cooperate with the other Party parties in doing doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement. Xtrana and AIC will use their commercially reasonable efforts and cooperate with one another (i) in promptly determining whether any filings are required to be made or consents, approvals, waivers, permits or authorizations are required to be obtained (or, which if not obtained, would result in an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable law or regulation or from any Governmental Entities or third parties, including parties to loan agreements or other debt instruments and including such consents, approvals, waivers, permits or authorizations as may be required to transfer the assets and related liabilities of AIC to the Surviving Corporation in the Merger, in connection with the transactions contemplated hereby, including but not limited to: (a) the satisfaction of the conditions precedent to the obligations of the Parties; (b) the obtaining of applicable Governmental Consentsby this Agreement, and (ii) in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, waivers and approvals of any other third parties; (c) defending of any claimapprovals, action, suit, investigation permits or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyauthorizations.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, each of the Parties parties hereto agrees to use its commercially reasonable efforts to take take, or cause to be taken taken, all actionaction and to do, to do or cause to be done and to assist and cooperate with the other Party in doing done, all things necessary, proper or advisable under applicable Laws laws to consummate and make effective the transactions contemplated herebyby this Agreement, including but not limited to: (a) the satisfaction obtaining of all necessary actions, waivers, consents and approvals from Governmental Authorities and the conditions precedent making of all necessary registrations and filings (including filings required under the HSR Act), and the taking of all reasonable steps as may be necessary to the obligations of the Parties; obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (b) the obtaining of applicable Governmental Consents, and all necessary consents, approvals or waivers from Third Parties and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; PROVIDED, HOWEVER, that nothing herein shall limit or diminish each party's right to approve the Refinancing referred to in Section 6.5. In furtherance of the foregoing, Purchaser and Company each shall furnish to the other such instruments, necessary information and the taking of such other actions reasonable assistance as the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be connection with obtaining any consents required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited be obtained by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyhereunder.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to of this Agreement (including the conditions herein provided, except as otherwise provided limitations set forth in this AgreementSection 11.03), each of Buyer, Merger Sub and the Parties hereto agrees to Company shall use its commercially reasonable efforts to take or cause the Closing to be taken all action, to do or cause to be done occur and to assist obtain all approvals, consents, registrations, permits and cooperate with the other Party in doing all things necessary, proper or advisable under applicable Laws authorizations from any Person necessary to consummate the Merger. Without limiting the generality of the foregoing or the provisions of Section 11.05, for purposes of this Section 11.03 and make effective Section 11.05, the "commercially reasonable efforts" of Buyer, Merger Sub or the Company shall include such party's agreement not to seek an injunction against or otherwise oppose, the transactions contemplated hereby, on such terms as may be required by any Governmental Entity; provided, however, that in no event shall any requirement of any party to use "commercially reasonable efforts" require any party to (i) hold separate (including but not limited to: by trust or otherwise) or divest any of their respective businesses or assets, (aii) except as expressly contemplated hereby, agree to any material limitation on the satisfaction operation or conduct of their respective businesses or (iii) waive any of the conditions precedent to the obligations of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request set forth in order to carry out the intent Article III of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, The "commercially reasonable efforts" of the Company shall not require the Company or any of its respective Subsidiaries or Affiliates to expend any third party material amounts of money to remedy any information the disclosure breach of which is prohibited by Lawany representation, nor shall it be required warranty or covenant hereunder or to agree satisfy any condition to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective Buyer consummating the transactions contemplated herebydescribed herein.

Commercially Reasonable Efforts. Upon Unless a different standard of effort is expressly set forth herein with respect to a particular matter, each party hereto shall, on or prior to the terms and Closing, subject to the conditions herein provided, except as otherwise provided in express provisions of this Agreement, each of the Parties hereto agrees to use its commercially reasonable efforts to take (a) fulfill or cause obtain the fulfillment of the conditions precedent to be taken all action, to do or cause to be done and to assist and cooperate with the other Party in doing all things necessary, proper or advisable under applicable Laws to consummate and make effective consummation of the transactions contemplated hereby, including but not limited to: (a) the satisfaction of the conditions precedent to the obligations of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instrumentsany documents, certificates, instruments or other papers that are reasonably required for the consummation of the transactions contemplated hereby, and to enable the taking Closing to occur as promptly as practicable in accordance with the terms herein and in any event prior to the Termination Date and (b) obtain as promptly as practicable any consent of, or any approval by, any Governmental Authority which is required to be obtained by the parties or their respective Affiliates in connection with the transactions contemplated hereby at all times prior to and at the Closing. Without limiting the generality of the foregoing, the parties shall give all material notices, make all material required filings with or applications to Governmental Authorities, and use commercially reasonable efforts to obtain all material consents of all third parties set forth on the “Material Restrictions Schedule” and all Governmental Authorities necessary for the parties hereto to consummate the transactions contemplated hereby; provided, that no member of the Company Group shall be required to pay any money to any such other actions as the other Party may reasonably request in order to carry out the intent of this Agreementthird party or commence any litigation or arbitration proceeding against any such third party. Notwithstanding the foregoing, under no circumstances will all of the Investor provisions of this Section 4.3 shall be required subject to disclose to Section 4.5 and in the Companyevent of a conflict between this Section 4.3 and Section 4.5, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor Section 4.5 shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate govern and make effective the transactions contemplated herebycontrol.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions herein provided, except as otherwise provided set forth in this Agreement, each of the Parties hereto parties agrees to use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done done, and to assist and cooperate with the other Party parties in doing doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including but not limited toincluding: (ai) the satisfaction obtaining all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and making of the conditions precedent all necessary registrations and filings (including filings with Governmental Entities) and taking of all reasonable steps as may be necessary to the obligations of the Parties; obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (bii) the obtaining of applicable Governmental Consentsall necessary consents, approvals or waivers from third parties, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (diii) the execution and delivery of such instruments, and any additional instruments necessary to consummate the taking of such other actions as the other Party may reasonably request in order to carry out the intent of transactions contemplated by this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required No party to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor this Agreement shall it be required to agree consent to any restrictionsvoluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to which consent shall not be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyunreasonably withheld.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided in this Agreement, and without limiting the obligations of the Parties under Section 6.5, each of the Parties hereto agrees to use its commercially reasonable efforts to take or cause to be taken all actionactions, to do or cause to be done and to assist and cooperate with the other Party Parties in doing all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated herebyby this Agreement, including but not limited toincluding: (a) the satisfaction of the conditions precedent to the obligations of any of the PartiesParties hereto; (b) the obtaining or filing, as the case may be, of applicable Governmental Consents, and consents, waivers and or approvals of or notices to, any third parties (other third partiesthan Governmental Entities, which are governed by Section 6.5), including those required in order for an Acquired Company to maintain any Permit after the Closing; (c) subject to Section 6.5, the defending of any claim, action, suit, investigation or proceedingActions, whether judicial or administrative, challenging this Agreement or the performance of the its obligations hereunder; hereunder and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party Parties may reasonably request require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, none of the Company Subsidiaries or the Holders or any of their respective Affiliates shall be obligated to make any payments or otherwise pay any consideration to any third party to obtain any information applicable consent, waiver or approval or incur any Liability or make any commitment or agreement effective in connection with the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyFinancing.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, each of the Parties parties hereto agrees to use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done and to assist and cooperate with the other Party in doing done, all things necessary, proper or advisable under applicable Laws laws and regulations to consummate and make effective the transactions contemplated herebyby this Agreement as promptly as practicable including, including but not limited to, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such commercially reasonable actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity and (ii) the satisfaction of all conditions to Closing; PROVIDED that the foregoing shall not obligate either party or any of its Affiliates to: (a) the satisfaction divest any assets or agree to limit its future activities, method or place of the conditions precedent to the obligations of the Parties; doing business, (b) commence any litigation against any Person in order to facilitate the obtaining consummation of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; the transactions contemplated hereby or (c) defending of defend against any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required litigation brought by any Government Entity that are determined by Person seeking to prevent the Investor in its sole discretion to be unduly burdensomeconsummation of, other than customary passivity commitmentsor impose limitations on, in order to consummate and make effective the transactions contemplated hereby.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided in this Agreement, each of the Parties parties hereto agrees to use its commercially reasonable efforts to take or cause to be taken all action, to do or cause to be done and to assist and cooperate with the other Party parties hereto in doing all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated hereby, including but not limited to: (a) the satisfaction of the conditions precedent to the obligations of the Partiesparties hereto; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; (c) the defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party parties hereto may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information pertaining to the Investor’s beneficial owners or any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated hereby.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this AgreementAgreement and applicable Law, each of the Parties hereto agrees to shall use its commercially reasonable efforts to take take, or cause to be taken taken, all actionactions, and to do do, or cause to be done and to assist and cooperate with the other Party in doing done, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated herebyby this Agreement as soon as practicable, including but not limited to: (a) the satisfaction of the conditions precedent to the obligations of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of such actions or things as any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party hereto may reasonably request in order to carry out cause any of the intent conditions to such other Party’s obligation to consummate such transactions specified in Article VII to be fully satisfied. Without limiting the generality of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required Parties shall (and shall cause their respective directors, officers and Subsidiaries, and use their commercially reasonable efforts to disclose cause their respective Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to the Companyeach other in (a) obtaining all necessary Consents or other permission or action by, the Company Subsidiaries and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Authority or other Person, (b) lifting any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions permanent or commitments imposed preliminary injunction or otherwise required restraining order or other similar order issued or entered by any Government Entity that are determined by the Investor court or Governmental Authority (an “Injunction”) of any type referred to in its sole discretion to be unduly burdensomeSection 7.1(a) and (c) in general, other than customary passivity commitments, in order to consummate consummating and make making effective the transactions contemplated hereby as expeditiously as possible. Buyer and its Affiliates shall not enter into or complete any transactions that could reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in Article VII to be satisfied.

Commercially Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, each of the Parties hereto agrees to Company and Parent shall use its their commercially reasonable efforts to take take, or cause to be taken taken, all actionactions and to do, to do or cause to be done and to assist and cooperate with the other Party in doing done, all things necessary, proper or advisable under applicable Laws Applicable Law to consummate and make effective the transactions contemplated herebyby this Agreement, including but (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, Permits and other authorizations and confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement; provided that the parties hereto understand and agree that the commercially reasonable efforts of any party hereto shall not limited to: be deemed to include (ai) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the satisfaction transactions contemplated hereby or (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the conditions precedent foregoing) with respect to the obligations any of the Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement its or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of this Agreement. Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Surviving Corporation's Subsidiaries or any third party any information the disclosure of which is prohibited by Lawtheir respective Affiliates' businesses, nor shall it be required to agree to any restrictions, conditions assets or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyproperties.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions herein provided, except as otherwise provided in this Agreement, each of the Parties parties hereto agrees to use its commercially reasonable efforts to take take, or cause to be taken taken, all actionaction and to do, to do or cause to be done and to assist and cooperate with the other Party in doing done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated herebyby this Agreement and the other Transaction Agreements, including but not limited to: (a) the satisfaction of using commercially reasonable efforts to satisfy the conditions precedent to the obligations of any of the Parties; (b) parties hereto, to obtain all necessary Permits, to effect all necessary registrations and filings and to deliver notices or communications to employees or Governmental Bodies. Without limiting the obtaining generality of the foregoing, each party shall take such action as the other party shall reasonably request to cause the parties to obtain any material Permits of Governmental Bodies and/or the expiration of applicable Governmental Consentswaiting periods. Notwithstanding any provision to the contrary in this Agreement, the Purchaser shall not be required to hold separate, and consentsagree to sell or otherwise dispose of, waivers and approvals assets, categories of assets or businesses of the Purchaser, any other third parties; of its Subsidiaries, the Company or OTI (c) defending of any claimor to enter into agreements with the relevant Governmental Body giving effect thereto). Except as required by Law, action, suit, investigation no material notice or proceeding, whether judicial or administrative, challenging communication to Governmental Bodies with respect to this Agreement or the performance of transactions contemplated by this Agreement or any other Transaction Agreement shall be made by Purchaser, on the obligations hereunder; and (d) the execution and delivery of such instrumentsone hand, and the taking of such other actions as Sellers and the Company and the Subsidiary on the other Party may reasonably request in order to carry out hand, without the intent of this Agreement. Notwithstanding the foregoingother parties' prior written consent, under no circumstances will the Investor which shall not be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity commitments, in order to consummate and make effective the transactions contemplated herebyunreasonably withheld.