Common use of Commercially Reasonable Efforts Clause in Contracts

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 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 hereto in doing all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement and the Support Services Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement, then such party shall use its commercially reasonable efforts to make, or cause to be made, as soon as practicable and after consultation with the other party, an appropriate response in compliance with such request.

Commercially Reasonable Efforts. (a) Upon Without in any way limiting any other obligation of the Issuer or the Investor in this Agreement, 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 4.6set forth herein, 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 hereto Parties in doing doing, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable, effective the transactions contemplated herebyby this Agreement, including, but not limited including using commercially reasonable efforts to: (i) obtain all necessary actions or nonactions, waivers, consents, approvals, Orders and authorizations from Governmental Entities and the satisfaction making of all necessary registrations, declarations and filings (including any filings required under the conditions precedent to Securities Act, the obligations Exchange Act, any applicable U.S. state or securities or “blue sky” laws and the securities laws of any of the parties hereto; (ii) the obtaining of applicable consentsforeign country, waivers or approvals of under any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement and the Support Services Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect Law relating to the transactions contemplated by this Agreement, then such party any filings required under the NASDAQ Rules or the Polish Securities Laws, and any other registrations, declarations and filings with any other Governmental Entities, if any) (ii) obtain all necessary consents, approvals or waivers from third parties and (iii) execute and deliver of any additional instruments necessary to consummate the transactions and to fully carry out the purposes of this Agreement. (b) Subject to applicable Laws relating to the exchange of information, the Issuer and the Investor shall use its commercially reasonable efforts have the right to makereview in advance, or cause and to be made, as soon as the extent practicable and after consultation each will consult with the other partyon all of the information relating to the Issuer or the Investor, an appropriate response as the case may be, and any of their respective Subsidiaries, that appears in compliance any Filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the rights contained in this Section 8.2(b), the Issuer and the Investor shall act reasonably and as promptly as practicable. (c) Nothing contained in Section 8.1 or this Section 8.2 shall limit the ability of the Investor to consult with the Issuer and the other Debtors, to appear and be heard, or to file objections, concerning any matter arising in any Bankruptcy Proceedings, so long as such requestconsultation, appearance or objection does not violate (i) the Investor’s obligations hereunder or (ii) the terms of the Plan and the other transactions contemplated hereby and the Plan.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, Agreement and without limiting the obligations of the parties under Section 4.6applicable Law, 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 hereto in doing done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of effective the transactions contemplated by this Agreement as soon as practicable, including such actions or things as any other Party hereto may reasonably request in order to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in Article VII to be fully satisfied. Without limiting the generality of the foregoing, the Parties shall (and the Support Services Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreementshall cause their respective directors, then such party shall officers and Subsidiaries, and use its their commercially reasonable efforts to makecause their respective Affiliates, employees, agents, attorneys, accountants and representatives) to consult and fully cooperate with and provide reasonable assistance to each other in (i) obtaining all necessary Consents (including Consents set forth on Schedule 3.2 and Schedule 3.5) or cause other permission or action by, and giving all necessary notices to and making all necessary filings, meetings or appearances with and applications and submissions to, any Governmental Authority or other Person, (ii) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) and (iii) consummating and making effective the transactions contemplated hereby. Neither Buyer and its Affiliates on the one hand, nor Seller and its Affiliates on the other hand, shall 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 made, as soon as practicable and after consultation with the other party, an appropriate response in compliance with such requestsatisfied.

Commercially Reasonable Efforts. (a) Upon the terms Parent and subject to the conditions herein provided, except as otherwise provided in this AgreementPurchaser shall, and without limiting the obligations of the parties under Section 4.6, each of the parties hereto agrees to shall use its their commercially reasonable efforts to take or cause to be taken all actiontheir respective subsidiaries, to do or cause to be done and to assist and cooperate with the other party hereto in doing all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited 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 satisfaction of HSR Act) required under all Applicable Laws with respect to this Agreement and the conditions precedent to the obligations of any of the parties heretotransactions 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 obtaining ability of applicable consents, waivers or approvals of any third partiesthe Parties to consummate the transactions contemplated hereby; and (iii) the defending of any Actionspromptly (x) take, whether judicial or administrativecause to be taken, challenging this Agreement or the performance of the obligations hereunder; all other actions and (ivy) do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the execution conditions set forth in Article V (unless waived) and delivery of such instruments, to consummate and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of effective the transactions contemplated by this Agreement on the terms and the Support Services Agreementconditions set forth herein (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation). If Purchaser shall promptly notify Seller of any party or Affiliate thereof receives a request for additional information or documentary material communication to Purchaser from any Governmental Authority in connection with any required filing with, or approval or review by, such Governmental Entity Authority in connection with respect to this Agreement and the transactions contemplated hereby and permit Seller to review in advance any proposed communication to any Governmental Authority in such connection to the extent permitted by this Agreement, then such party shall use its commercially reasonable efforts to make, or cause to be made, as soon as practicable and after consultation with the other party, an appropriate response in compliance with such requestApplicable Law.

Commercially Reasonable Efforts. (a) Upon the terms Each Party shall use (and subject shall cause its Affiliates 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 hereto agrees to use its use) commercially reasonable efforts to take take, or cause to be taken taken, all actionactions, to do and do, or cause to be done and to assist and cooperate with the other party hereto in doing done, all things things, necessary, proper or advisable under applicable Laws to cause the conditions to Closing set forth in Article VII to be satisfied as promptly as practicable and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated herebyby this Agreement; provided, including, but not limited to: (i) the satisfaction of the conditions precedent that notwithstanding anything to the obligations of contrary set forth herein, neither Party nor any of the parties hereto; its Affiliates (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Sellerincluding, the Company, Buyer or any of their respective Affiliates ) shall be obligated required to make any payments sell, license, divest, hold separate, or otherwise pay dispose of any consideration to interest in any third party to obtain any applicable consentPerson (including, waiver or approvalthe Company). (b) Each party hereto Subject to the foregoing, the Company, Sellers and Purchaser agree that, from time to time before and after the Closing Date, they will execute and deliver, and Sellers shall promptly inform cause the others Company and the Company Subsidiaries to execute and deliver such further instruments, and take, or cause their respective Affiliates to take, such other action, as may be reasonably necessary to carry out the purposes and intents of this Agreement. (c) Purchaser shall cause the Company and the Company Subsidiaries to timely provide Sellers with such audited financial information of the Company and each of the Company Subsidiaries for calendar years 2010 and 2011 as well as any other information that may be reasonably requested by Sellers after Closing to enable them and their direct and indirect equity holders, to timely file all relevant Tax Returns. (d) None of the Parties shall take any action that would reasonably be expected to prevent or delay in any material respect the ability of any communication from any Governmental Entity regarding any of other Party to obtain the transactions contemplated by this Agreement and the Support Services Agreement. If any party Competition Clearance or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to consummate the transactions contemplated by this Agreement, then such party shall use its commercially reasonable efforts to make, or cause to be made, as soon as practicable and after consultation with the other party, an appropriate response in compliance with such request.

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 4.6hereof, each of the parties hereto agrees to 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 hereto in doing done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of effective the transactions contemplated by this Agreement and shall use commercially reasonable efforts to promptly obtain all waivers, Permits and Consents which are in the Support Services Agreement. If any party reasonable opinion of the Seller or Affiliate thereof receives a request for additional information the Purchaser necessary or documentary material from any such Governmental Entity desirable in connection with respect to the transactions contemplated by this Agreement, then including filings to the extent required under any applicable competition laws, whether state, national or international (including without limitation, under the HSR Act and the European Commission Directorate-General for Competition Law). In seeking to obtain such waivers, Permits and Consents which are required under the HSR Act or any other applicable competition law, the parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other applicable competition law; provided, however, that (x) the Purchaser shall be entitled to direct any such proceedings or negotiations related to any of the foregoing and (y) the Purchaser shall not be required to agree to any condition, restriction or undertaking required to obtain such waiver, Permit or Consent. The Purchaser and the Seller may, as each deems advisable and as is reasonable, designate any competitively sensitive information provided to the other under this Section 5.6(a) as "outside counsel only," in which case such material and the information contained therein will be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to the employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (the Purchaser or the Seller, as the case may be) or its outside legal counsel. (b) Each of the parties hereto agrees to use its commercially reasonable efforts to maketake, or cause to be madetaken, as soon as practicable all actions and after consultation to do, or cause to be done, all things necessary, proper or advisable to comply with any state property transfer statutes to the other party, an appropriate response extent applicable to the transactions contemplated hereby and to cause the transactions contemplated hereby to be effected in compliance with such requeststatutes.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, and without limiting the obligations of the parties under Agreement (including Section 4.66.2(c)), each of the parties hereto agrees shall cooperate with the other parties and use (and shall cause their respective subsidiaries to use its use) their respective commercially reasonable efforts promptly to take (i) take, or cause to be taken taken, all actionactions, to do and do, or cause to be done and to assist and cooperate with the other party hereto in doing done, all things things, necessary, proper or advisable under applicable Laws to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated herebyby this Agreement, including, but not limited to: (i) including preparing and filing promptly and fully all documentation to effect the satisfaction commencement of the conditions precedent to the obligations of any of the parties hereto; Chapter 11 Cases, and (ii) the obtaining of applicable obtain all approvals, consents, waivers registrations, permits, authorizations and other confirmations from the Bankruptcy Court or approvals of any third parties; (iii) party necessary, proper or advisable to consummate the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of transactions contemplated by this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party of the parties hereto shall promptly inform use its commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission with the others Bankruptcy Court or a Governmental Authority in connection with the transactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated by this Agreement, including any proceeding initiated by a private party, and (ii) keep the other party informed in all material respects and on a reasonably timely basis of any material communication received by such party from or given by such party to any Governmental Entity Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement and the Support Services Agreement. If Subject to applicable Laws relating to the exchange of information, each of the parties hereto shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to the other parties and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, the Bankruptcy Court or any third party and/or any Governmental Authority in connection with the transactions contemplated by this Agreement. (c) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.2, each of the parties hereto shall use its commercially reasonable efforts to resolve such objections, if any, as may be asserted or raised by the Bankruptcy Court, any party in interest to the Chapter 11 Cases, a Governmental Authority or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity other Person with respect to the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, then Sellers shall not, without Purchaser’s prior written consent, commit to any divestiture transaction or agree to any restriction on its business, and nothing in this Section 6.2. shall (i) limit any applicable rights a party may have to terminate this Agreement pursuant to Section 9.4 so long as such party shall use has up to then complied in all material respects with its commercially reasonable efforts to makeobligations under this Section 6.2, or cause (ii) require Purchaser or Sellers to offer, accept or agree to (A) dispose or hold separate any part of its or Sellers’ businesses, operations, assets or product lines (or a combination of Purchaser’s and Sellers respective businesses, operations, assets or product lines), (B) not compete in any geographic area or line of business, and/or (C) restrict the manner in which, or whether, Purchaser or Sellers or any of their affiliates may carry on business in any part of the world, in the case of (A), (B) or (C) as would be madematerial to Purchaser or Sellers. (d) Immediately upon commencement of the Chapter 11 Cases, Sellers shall file a motion seeking Bankruptcy Court approval of (i) this Agreement and the transactions contemplated herein and (ii) the DIP Loan Agreement and related transactions and obtain a hearing before the Court in respect of this Agreement, the DIP Loan Agreement and related transactions, and the Sale Order as soon promptly as practicable and after consultation with the other party, an appropriate response in compliance with such requestpracticable.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions herein provided, except as otherwise provided set forth in this Agreement, and without limiting the obligations of the parties under Agreement (including those contained in this Section 4.66.08), each of the parties hereto agrees to shall, and shall cause its Subsidiaries 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 hereto parties in doing doing, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Offer, the Merger and the transactions contemplated hereby, including, but not limited to: including (i) the satisfaction obtaining of all necessary permits, waivers, consents, approvals and actions or nonactions from Governmental Entities and the conditions precedent making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to the obligations of obtain an approval or waiver from, or to avoid an action or proceeding by, any of the parties hereto; Governmental Entities, (ii) the obtaining of applicable consents, all necessary consents or waivers or approvals of any from third parties; , and (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instrumentsany additional instruments necessary to consummate the Offer, the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly (x) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other with any information that may be reasonably required in order to effectuate the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreementactions. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others other party or parties hereto, as the case may be, of any material communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement and the Support Services Agreement. If any party the Company or Affiliate thereof Parent receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement, then such party it shall use its commercially reasonable efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party's counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. Neither Parent nor the Company shall commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period under any applicable Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld or delayed).

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, and without limiting the obligations of the parties under Section 4.6, 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 hereto in doing done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable, effective the transactions contemplated herebyby this Agreement and the Collateral Agreements as promptly as practicable, including, but not limited to: including (i) 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 any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging transactions contemplated by this Agreement or and the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, Collateral Agreements and the taking of such other commercially reasonable actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as are necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consentrequisite approvals, waiver consents, orders, exemptions or approvalwaivers 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 with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Authority or any other Person or any other information supplied by such party to a Governmental Authority or any other Person in connection with this Agreement and the transactions contemplated by 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. (b) Each party hereto shall promptly inform the others other of any communication from any Governmental Entity Authority regarding any of the transactions contemplated by this Agreement and the Support Services AgreementCollateral Agreements. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity Authority with respect to the transactions contemplated by this Agreement, then such party shall use its commercially reasonable efforts will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Nothing herein shall require any party to waive any substantial rights or agree to any substantial limitation on its operations or to divest itself of any assets.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to conditions of this Agreement and applicable Law, 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 hereto agrees to Parties shall use its their respective 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 hereto in doing done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of effective the transactions contemplated by this Agreement as soon as practicable, including such actions or things as any other Party may reasonably request in order to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in ARTICLE VII to be fully satisfied. Buyers and their Affiliates shall not enter into any agreement or complete any transactions that would reasonably be expected to delay, hinder or prohibit the Support Services Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to consummation of the transactions contemplated by this Agreementhereby, then such party shall use including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6.4 only, for purposes of using its “commercially reasonable efforts efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to makeconsult and fully cooperate with and provide reasonable assistance to Sellers in (a) obtaining all necessary Consents or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Authority or cause other Person, (b) defending against all Actions challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to be madein Section 7.1(a) and Section 7.1(c) in general, as soon as practicable and after consultation with (d) consummating and making effective the other party, an appropriate response in compliance with such requesttransactions 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, and without limiting the obligations of the parties under Agreement (including those contained in this Section 4.67.08), each of the parties hereto agrees to will, and Parent will cause its Subsidiaries, including Merger Sub, 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 hereto parties in doing doing, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Offer, the Merger and the transactions contemplated hereby, including, but not limited to: including (i) the satisfaction obtaining of all Permits, waivers, consents, approvals and actions or non-actions from Governmental Entities and the conditions precedent making of all necessary registrations and filings (including filings with Governmental Entities) necessary to consummate the obligations of any of the parties hereto; transactions contemplated hereby, (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instrumentsany additional instruments necessary to consummate the Offer, the Merger and to fully carry out the purposes of this Agreement, (iii) obtain all necessary or appropriate consents, waivers and approvals and provide all necessary notice under any Target Material Contracts reasonably requested to be obtained by Parent, including, without limitation, those consents, waivers, approvals and notices identified in Sections 5.3(b) and 5.3(c) of the Disclosure Schedules. The Target and Parent will, and Parent will cause its Subsidiaries, including Merger Sub, to, subject to applicable Law, promptly (y) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and (z) supply the other with any information that may be reasonably required in order to effectuate the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement and the Support Services Agreementactions. If any party the Target or Affiliate thereof Parent receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement, then such party shall it will use its commercially reasonable efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity and subject to all privileges (including the attorney client privilege), provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. (b) In the event that any administrative or judicial action or proceeding is instituted (or, to the Knowledge of Target, threatened to be instituted) by a Governmental Entity or Third Party challenging the Offer, the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby and/or against Target’s directors or officers, (collectively, “Transaction Litigation”) the Target shall promptly notify Parent of such Transaction Litigation (or, to the Knowledge of Target, threatened Transaction Litigation) and shall keep Parent reasonably informed with respect to the status thereof (subject to all applicable Law and all privileges, including the attorney client privilege). The Target will use commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. The Target shall give Parent the opportunity to participate in the defense of any such litigation at Parent’s cost, and the Target shall give due consideration to Parent’s advice with respect to such litigation. Notwithstanding anything to the contrary contained herein, the Target shall not settle or enter into any negotiations or settlement of any such litigation without the prior written consent of Parent (which consent shall not be unreasonably conditioned, withheld or delayed). Notwithstanding anything in this Agreement to the contrary, none of Parent, Merger Sub or any of their Affiliates will be required to defend any Transaction Litigation, or to take any action to have vacated, lifted, reversed or overturned any Order, in connection with any such Transaction Litigation; provided, that Parent and Merger Sub will cooperate as reasonably requested by Target in connection with any such Transaction Litigation. (c) Notwithstanding anything to the contrary set forth in this Agreement, neither the Target nor Parent, Merger Sub or any of their Subsidiaries will be required to, and the Target may not, without the prior written consent of Parent, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or Order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Target (other than in the ordinary course of business), the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Target (other than in the ordinary course of business), the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries in any manner, or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Target (other than in the ordinary course of business), the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries; provided that, if requested by Parent, the Target will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or Order so long as such requirement, condition, limitation, understanding, agreement or Order is only binding on the Target in the event the Closing occurs.

Commercially Reasonable Efforts. (a) Upon For the terms and subject to purposes of Closing, (i) 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 hereto agrees to Seller shall use its commercially reasonable efforts to take or cause the conditions set forth in Section 6.01 and Section 6.02 to be taken all actionsatisfied, but subject to do or cause any waiver thereof, at Closing to be done and to assist and cooperate satisfied on a timely basis and, consistent with the other party hereto in doing all things necessaryusing such commercially reasonable efforts, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner if reasonably practicable, cause such conditions to be satisfied as soon as possible after the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties heretodate hereof; and (ii) the obtaining of applicable consentsPurchaser shall use commercially reasonable efforts to cause the conditions set forth in Section 6.01 and Section 6.03 to be satisfied, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, Buyer or any of their respective Affiliates shall be obligated to make any payments or otherwise pay any consideration but subject to any third party waiver thereof, at Closing to obtain any applicable consentbe satisfied on a timely basis and, waiver or approvalconsistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied as soon as possible after the date hereof. (b) Each party hereto As promptly as practicable after the execution of this Agreement, each Party to this Agreement (i) shall promptly inform the others of any communication from any Governmental Entity regarding any of make all filings and give all notices reasonably required to be made and given by such Party in connection with the transactions contemplated by this Agreement and the Support Services Agreement. If (ii) shall use all commercially reasonable efforts to obtain all Consents required to be obtained (pursuant to any party applicable Law or Affiliate thereof receives a request for additional information Contract, or documentary material from any otherwise) by such Governmental Entity Party in connection with respect to the transactions contemplated by this Agreement. Each Party shall, then upon request of another Party and to the extent permitted by applicable Law or applicable Contracts, promptly deliver to such other party shall use its a copy of each such filing made, each such notice given and each such Consent obtained by it. (c) The Parties understand and agree that the commercially reasonable efforts of any party hereto shall not be deemed to makeinclude entering into any settlement, undertaking, consent decree, stipulation or cause to be made, as soon as practicable and after consultation agreement with any Governmental Authority in connection with the other partytransactions contemplated hereby. Notwithstanding anything herein to the contrary, an appropriate response in compliance with such requestSeller shall not be required to contest or defend any objections or oppositions raised by any Governmental Authority relating to the matters contemplated by this Section 5.05, although it may, at its sole discretion, elect to do so.

Commercially Reasonable Efforts. (a) Upon For the terms and subject to purposes of Closing, (i) 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 hereto agrees to Seller shall use its commercially reasonable efforts to take or cause the conditions set forth in Section 6.01 and Section 6.02 to be taken all actionsatisfied, but subject to do or cause any waiver thereof, at Closing to be done and to assist and cooperate satisfied on a timely basis and, consistent with the other party hereto in doing all things necessaryusing such commercially reasonable efforts, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner if reasonably practicable, cause such conditions to be satisfied as soon as possible after the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties heretodate hereof; and (ii) Purchaser shall use commercially reasonable efforts to cause the obtaining of applicable consentsconditions set forth in Section 6.01 and Section 6.03 to be satisfied, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, Buyer or any of their respective Affiliates shall be obligated to make any payments or otherwise pay any consideration but subject to any third party waiver thereof, at Closing to obtain any applicable consentbe satisfied on a timely basis and, waiver or approvalconsistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied as soon as possible after the date hereof. (b) Each party hereto As promptly as practicable after the execution of this Agreement, each Party to this Agreement (i) shall promptly inform the others of any communication from any Governmental Entity regarding any of make all filings and give all notices reasonably required to be made and given by such Party in connection with the transactions contemplated by this Agreement and the Support Services Agreement. If (ii) shall use all commercially reasonable efforts to obtain all Consents required to be obtained (pursuant to any party applicable Law or Affiliate thereof receives a request for additional information Contract, or documentary material from any otherwise) by such Governmental Entity Party in connection with respect to the transactions contemplated by this Agreement. Each Party shall, then upon request of another Party and to the extent permitted by applicable Law or applicable Contracts, promptly deliver to such other party shall use its a copy of each such filing made, each such notice given and each such Consent obtained by it. (c) The Parties understand and agree that the commercially reasonable efforts of any party hereto shall not be deemed to makeinclude entering into any settlement, undertaking, consent decree, stipulation or cause to be made, as soon as practicable and after consultation agreement with any Governmental Authority in connection with the other partytransactions contemplated hereby. Notwithstanding anything herein to the contrary, an appropriate response in compliance with such requestPurchaser shall not be required to contest or defend any objections or oppositions raised by any Governmental Authority relating to the matters contemplated by this Section 5.05, although it may, at its sole discretion, elect to do so.

Commercially Reasonable Efforts. (a) Upon For the terms and subject to purposes of Pre-closing, (i) 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 hereto agrees to Company shall use its commercially reasonable efforts to take or cause the conditions set forth in Section 6.01 that are to be taken all actionsatisfied, but subject to do or cause any waiver thereof, at Pre-closing to be done and to assist and cooperate satisfied on a timely basis and, consistent with the other party hereto in doing all things necessaryusing such commercially reasonable efforts, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner if reasonably practicable, cause such conditions to be satisfied on or before June 8, 2017, and (ii) Purchaser shall use commercially reasonable efforts to cause the transactions contemplated hereby, includingconditions set forth in Section 6.02 that are to be satisfied, but not limited to: subject to any waiver thereof, at Pre-closing to be satisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied on or before June 8, 2017. For the purposes of Closing, (i) the satisfaction of Company shall use commercially reasonable efforts to cause the conditions precedent set forth in Section 6.01 that are to be satisfied, but subject to any waiver thereof, at Closing to be satisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied on or before the obligations of any of date which falls three (3) months after the parties hereto; Pre-closing Date, and (ii) Purchaser shall use commercially reasonable efforts to cause the obtaining of applicable consentsconditions set forth in Section 6.02 that are to be satisfied, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, Buyer or any of their respective Affiliates shall be obligated to make any payments or otherwise pay any consideration but subject to any third party waiver thereof, at Closing to obtain any applicable consentbe satisfied on a timely basis and, waiver consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied on or approvalbefore the date which falls three (3) months after the Pre-closing Date. (b) Each party hereto As promptly as practicable after the execution of this Agreement, each Party to this Agreement (i) shall promptly inform the others of any communication from any Governmental Entity regarding any of make all filings and give all notices reasonably required to be made and given by such Party in connection with the transactions contemplated by this Agreement and the Support Services Agreement. If (ii) shall use all commercially reasonable efforts to obtain all Consents required to be obtained (pursuant to any party applicable Law or Affiliate thereof receives a request for additional information Contract, or documentary material from any otherwise) by such Governmental Entity Party in connection with respect to the transactions contemplated by this Agreement. Each Party shall, then upon request of another Party and to the extent permitted by applicable Law or applicable Contracts, promptly deliver to such other party shall use its a copy of each such filing made, each such notice given and each such Consent obtained by it. (c) The Parties understand and agree that the commercially reasonable efforts of any party hereto shall not be deemed to makeinclude (i) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or cause taking any other action (or otherwise agreeing to do any of the foregoing), with respect to any of its or its Subsidiaries’ or any of their respective Affiliates’ businesses, assets or properties. Notwithstanding anything herein to the contrary, Purchaser shall not be maderequired to contest or defend any objections or oppositions raised by any Governmental Authority relating to the matters contemplated by this Section 5.03, as soon as practicable and after consultation with the other partyalthough it may, an appropriate response in compliance with such requestat its sole discretion, elect to do so.

Commercially Reasonable Efforts. (a) Upon the terms Tacoma Power and subject to the conditions herein provided, except as otherwise provided in this Agreement, Rainier shall cooperate and without limiting the obligations of the parties under Section 4.6, each of the parties hereto agrees to use its their respective commercially reasonable efforts to take or cause fulfill as promptly as practicable the conditions precedent to be taken all action, to do or cause to be done and to assist and cooperate with the other party hereto in doing Party’s obligations hereunder and shall use their respective commercially reasonable efforts to fulfill as promptly as practicable the conditions precedent to their obligations hereunder to the extent they have the ability to control the satisfaction of such obligations. Without limiting the generality of the foregoing, Tacoma Power and Rainier shall (i) make all things filings and submissions required by Laws, and promptly file any additional information requested as soon as practicable after receipt of such request therefor and promptly file any other information that is necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: (i) the satisfaction permit consummation of the conditions precedent to the obligations of any of the parties heretoTransaction; ; and (ii) use commercially reasonably efforts to perform the obtaining of applicable consents, waivers or approvals of any third parties; tasks set forth in the Transition Plan. (iiia) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance Each of the obligations hereunder; Parties hereto agrees to execute and (iv) the execution and delivery of such instruments, and the taking of deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as the other party hereto may reasonably require be necessary or desirable in order to carry out the intent of this Agreement. Notwithstanding the foregoingevidence, except as necessary to comply with Section 4.6, none of Seller, the Company, Buyer consummate 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of implement expeditiously the transactions contemplated by this Agreement and the Support Services Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to vest in Rainier good and marketable title to the transactions contemplated Related Surplus Assets to the same extent as held by this AgreementTacoma Power, then such party shall free and clear of all Encumbrances. (b) In furtherance and not in limitation of the foregoing, each of Rainier and Tacoma Power agrees to make as promptly as practicable, (i) appropriate filings with the FCC, and (ii) all other necessary filings with other Government Entities relating to the Transaction, and to use its commercially reasonable efforts to make, cause the receipt of approvals under such other Laws or cause to be made, from such authorities or third parties as soon as practicable practicable. (c) Each of Tacoma Power and after consultation Rainier shall give (or shall cause their respective Affiliates to give) any notices to third parties, and use, and cause their respective Affiliates to use, commercially reasonable efforts to obtain any third party (excluding Government Entities) consents related to or required in connection with the other party, an appropriate response in compliance with such requestTransaction.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, and without limiting prior to the obligations of the parties under Section 4.6Effective Time, each of the parties hereto agrees to Party shall use its commercially reasonable efforts efforts, and shall cooperate fully with the other Party, 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 hereto in doing done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the Amalgamation and make effectivethe other transactions contemplated by this Agreement and the Registration Statement, Proxy Statement and Nayarit Proxy Circular (including the receipt of all authorizations, approvals and permits required to be obtained from or made with any Governmental Authority and relevant stock exchanges in order to consummate the most expeditious manner practicabletransactions contemplated by this Agreement (collectively, the “Requisite Regulatory Approvals”)), and the satisfaction, but not the waiver, of the closing conditions set forth in Article VI), and to comply promptly with all requirements of Governmental Authorities applicable to the transactions contemplated by this Agreement. (b) Parent, Nayarit and each Subsidiary will cooperate with each other and will take all commercially reasonable steps, and proceed diligently and in good faith: (i) to submit any necessary filings, amendments or revisions to any required Governmental Authority or other third party in connection with the transactions contemplated hereby, includingand (ii) to promptly submit and make other applications, but not limited to: notices and submissions (i) the satisfaction of the conditions precedent or amendments to the obligations of any of the parties hereto; foregoing previously submitted) with any Governmental Authority or other third party which must be filed in order for Nayarit to obtain all Consents which must be obtained prior to the Closing in order for Nayarit and the Subsidiaries to operate their respective business as currently operated and currently intended by the Parties to be operated following the Closing. All such filings shall be made, if not already made, as promptly as practicable and Parent shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested by Nayarit in connection with such Consents. (iic) In furtherance and not in limitation of the obtaining covenants of the Parties contained in Sections 5.2(a) and (b), if any objections are asserted with respect to the transactions contemplated hereby under any applicable consents, waivers Law or approvals if any suit is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of any third parties; (iii) applicable Law or which would otherwise prevent, materially impede or materially delay the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance consummation of the obligations hereunder; transactions contemplated hereby, Parent and (iv) Nayarit shall use their commercially reasonable efforts to resolve any such objections or suits so as to permit consummation of the execution and delivery of such instrumentstransactions contemplated by this Agreement, and the taking of such other actions as the other party hereto may reasonably require including in order to carry out resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the intent consummation of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, transactions contemplated hereby (including the Company, 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 applicable consent, waiver or approvalAmalgamation). (bd) Each In the event any Action is instituted (or threatened to be instituted) by a Governmental Authority or private party hereto challenging the Amalgamation or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, Parent and Nayarit shall promptly inform cooperate in all respects with each other and use their respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the others of transactions contemplated by this Agreement. (e) Notwithstanding anything herein to the contrary, neither Parent nor Nayarit shall be required to agree to any communication from term, condition or modification with respect to obtaining any Governmental Entity regarding any Consents in connection with the Amalgamation or the consummation of the transactions contemplated by this Agreement and that would result in, or would be reasonably likely to result in: (i) a Material Adverse Effect of either Party or (ii) Parent or Nayarit having to cease, sell or otherwise dispose of any assets or business (including the Support Services Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from requirement that any such Governmental Entity with respect to the transactions contemplated by this Agreement, then such party shall use its commercially reasonable efforts to make, assets or cause to business be made, as soon as practicable and after consultation with the other party, an appropriate response in compliance with such requestheld separate).

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, Agreement and without limiting the obligations of the parties under Section 4.6applicable Law, each of the parties hereto agrees to Sellers and the Purchaser shall use its their 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 hereto in doing done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effectiveeffective the transactions contemplated hereby as soon as practicable. Without limiting the foregoing, each of the Sellers, on the one hand and on behalf of any Company, and the Purchaser, on the other hand, shall use their commercially reasonable efforts to (to the extent not already obtained or completed) (i) obtain all Consents, Permits or Orders by, and give all necessary notices to, and make all Filings with, and applications and submissions to, any Governmental Entity or other Person, including in respect of, or as required by, applicable antitrust Laws, necessary in connection with the consummation of the transactions contemplated hereby as soon as reasonably practicable; and (ii) provide all such information concerning such party (or, in the most expeditious manner practicablecase of any Seller, such Company) as may be necessary or reasonably requested in connection with any of the foregoing. No later than three Business Days after the date hereof, the Purchaser shall file or cause to be filed, the application, documents and other materials required to be filed with the Italian anti-trust authorities ("Autorita Garante della Concurrenza") in connection with the consummation of the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of by this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto of the Sellers and the Purchaser shall promptly inform keep each other reasonably apprised of the others status of any communication from any Governmental Entity regarding any matters relating to the completion of the transactions contemplated by this Agreement hereby and shall reasonably cooperate in connection with obtaining all required Consents of any Governmental Entity. In that regard, each of the Sellers, on the one hand, and the Support Services Agreement. If Purchaser, on the other hand, shall, without limitation, and, in each case, subject to applicable Law: (i) promptly notify each other of, and if in writing, furnish each other with copies of (or, in the case of oral communications, advise each other orally of) any party communications from or Affiliate thereof receives a request for additional information with any Governmental Entity with respect to the Acquisition or documentary any of the other transactions contemplated hereby, (ii) permit each other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written (or any material from proposed oral) communication with any such Governmental Entity, (iii) not participate in any meeting, teleconference or videoconference with any such Governmental Entity unless it first consults with the Sellers or the Purchaser (as the case may be) and to the extent permitted by such Governmental Entity gives the Sellers or the Purchaser (as the case may be) the opportunity to attend and participate thereat, (iv) furnish each other with copies of all correspondence, filings and communications between it and any such Governmental Entity with respect to this Agreement and the transactions contemplated by this Agreementhereby and (v) furnish each other with such necessary information and reasonable assistance as the Sellers or the Purchaser (as the case may be) may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity. The Sellers, then such party shall use its commercially reasonable efforts to makeon the one hand, or cause to be madeand the Purchaser, on the other hand, as soon each deems advisable and necessary, may reasonably designate any competitively sensitive material provided to the other under this Section 7.3(b) as practicable "counsel only." Such materials and after consultation the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (the Sellers or the Purchaser, as the case may be) or such applicable Person's legal counsel. (c) Except as otherwise expressly provided herein, prior to the Closing, the Purchaser shall not, without the prior consent of the Sellers (which consent shall not be unreasonably withheld, conditioned or delayed) contact or communicate with any Business customer or Company Service Provider in connection with the other party, an appropriate response in compliance with such requesttransactions contemplated hereby.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, including Section 6.4, the Parent Parties shall use (and without limiting shall cause their respective Subsidiaries to use) their respective reasonable best efforts, and the obligations of Company shall use (and shall cause the parties under Section 4.6, each of the parties hereto agrees Company Subsidiaries to use its use) commercially reasonable efforts efforts, to take or cause to be taken all action, to actions and do or cause to be done and to assist and cooperate with the other party hereto in doing all things reasonably necessary, proper or advisable on its respective part under this Agreement and applicable Laws to cause the conditions set forth in Article VII to be satisfied and regulations to consummate and make effective, in effective the most expeditious manner Merger and the other transactions contemplated hereby as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, approvals, registrations, authorizations, waivers, Permits and Orders, including the transactions contemplated herebyPRC Required Approvals, including, but not limited to: (i) necessary to be obtained from any Third Party and/or any Governmental Entity in order to consummate the satisfaction of the conditions precedent to the obligations of Merger or any of the parties heretoother transactions contemplated by this Agreement; (ii) provided that all obligations of the Company and the Parent Parties relating to the Financing shall be governed exclusively by Section 6.6 and Section 6.7, and not this Section 6.5, and for the avoidance of doubt, no action permitted to be taken pursuant to Section 6.1 or Section 6.4 hereof shall be prohibited by this sentence. In furtherance and not in limitation of the foregoing provisions of this Section 6.5(a), the Parent Parties shall prepare and make all filings and submit all written materials, to the relevant PRC Governmental Entities, in each case, as promptly as practicable after the date of this Agreement and as may be reasonably necessary, proper or advisable for the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance each of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approvalPRC Required Approvals. (b) Each party hereto shall promptly inform of Parent and the others Company shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, the Company or any communication from of their respective Subsidiaries to any Third Party and/or any Governmental Entity regarding in connection with the Merger and the other transactions contemplated hereby. Subject to applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other on and consider in good faith the views of the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries and Representatives, that appears in any filing made with, or written materials submitted to, any Third Party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby, provided, however, that such materials may be redacted (i) to remove references concerning the valuation of the Company, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege and confidentiality concerns. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as practicable. (c) Subject to applicable Laws and the instructions of any Governmental Entity, the Company and Parent each shall keep the other apprised of the status of matters relating to the completion of the transactions contemplated hereby, including (i) the obtaining of the PRC Required Approvals and (ii) promptly furnishing the other with copies of notices or other communications received by this Agreement and Parent or any Parent Representative, or the Support Services Agreement. If Company or any party Company Subsidiary or Affiliate thereof receives a request for additional information or documentary material Company Representative, as the case may be, from any such Third Party and/or any Governmental Entity with respect to the Merger and the other transactions contemplated hereby. Neither the Company nor Parent shall permit any of its officers or any of its other Representatives to participate in any meeting with any Governmental Entity in respect of any filings related to the transactions contemplated by this Agreement, then investigation or other inquiry unless it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat. (d) In furtherance and not in limitation of the covenants of the Parties contained in Section 6.5(a) through Section 6.5(c), if any objections are asserted with respect to the transactions contemplated hereby under any Law or if any Action is instituted (or threatened to be instituted) by any applicable Governmental Entity or any private party challenging any of the transactions contemplated hereby as violation of any Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each Party shall use its commercially reasonable efforts to makevigorously contest, resist and otherwise resolve any such objections or cause Actions, and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement so as to permit consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing, in no event shall the Company or any of its Affiliates be made, as soon as practicable required to pay any material amount (other than the payment of filing fees and after consultation with the other party, an appropriate response in compliance with such requestfees of counsel).

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, and without limiting the obligations of the parties under Section 4.6, each of Buyer, Parent and the parties hereto agrees to Sellers will 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 hereto in doing done, all things necessary, proper or advisable under applicable Laws and regulations to cause to be satisfied all conditions precedent to its obligations under this Agreement and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of effective the transactions contemplated by this Agreement Agreement, in each case as soon as practicable after the date hereof. In furtherance and not in limitation of the foregoing, each of Buyer and the Support Services Agreement. If Sellers agrees (i) as promptly as practicable after the date hereof, but in any party or Affiliate thereof receives a request for additional information or documentary material from event within fifteen (15) Business Days of the date hereof, to make an appropriate filing with each of CADE and ANATEL with respect to the transactions contemplated by thi▇ ▇▇reement, (ii) as promptly as practicable after the date hereof, but in any such Governmental Entity event within thirty (30) days of the date hereof, to make an appropriate filing with CVM with respect to the transactions contemplated by this AgreementAgreement to obtain the approval of the public offer referred to in Section 5.09(a) hereof, then (iii) to comply with all of the requirements of the applicable Boards of Trade including, without limitation, the filing of amendments to the respective articles of association of each of the Companies in order to assign and transfer the Shares, (iv) to make such party shall other filings as are required under Laws, rules and regulations governing antitrust or merger control matters with respect to the transactions contemplated hereby as promptly as practicable after the date hereof, (v) to take any act, make any undertaking or receive any clearance or approval required by CADE, ANATEL, CVM, any other Governmental Entity or under applicable ▇▇▇ and (vi) not to take any action that would reasonably be expected to materially delay or prevent the consummation of the transactions contemplated hereby. (b) Each of Buyer and the Sellers will, and will cause its respective Affiliates (provided that the Sellers will use its their commercially reasonable efforts to makecause Embratel and its Subsidiaries) to (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Entity for additional information or documentation, and (ii) not enter into any agreement with any Governmental Entity not to consummate, or delay the consummation of the transactions contemplated by this Agreement, except with the prior consent of the other party (which consent shall not be unreasonably withheld or delayed). (c) [Intentionally Omitted]. (d) From the date hereof to Closing, subject to compliance with all applicable Laws, and to the extent permissible under Section 2.04 hereof, Parent and the Sellers shall use commercially reasonable efforts to cause Embratel and its Subsidiaries, officers, directors, employees, auditors and agents to be madeafford the officers, as soon as practicable employees and after consultation agents of Buyer reasonable access at reasonable times to its officers, employees, agents, properties, offices and other facilities and to all books and records; provided, however, that Buyer shall have a reasonable need for such access and shall not interfere with the operation of business of Embratel or its Subsidiaries. (e) Subject to Section 2.04 hereof and to compliance with all applicable Laws, each of Buyer and the Sellers shall (i) promptly notify the other party of any written communication to that party or its Affiliates (other than Embratel and its Subsidiaries) from any Governmental Entity and permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other partyparty in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate at any such meeting; and (iii) furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between it and its representatives on the one hand, and any Governmental Entities or members of their respective staffs on the other hand, with respect to this Agreement and the transactions contemplated hereby (except that the Sellers shall be under no obligation of any kind to provide Buyer with any documents, material or other information relating to the valuation of Embratel or to alternatives to this Agreement and the transactions contemplated hereby). (f) As an appropriate response added inducement to Parent and the Sellers to enter into this Agreement with Buyer, the parties hereto intend and have agreed that Buyer shall make certain payments to the Sellers in compliance with the event that the regulatory approvals required in order to consummate the transactions contemplated hereby are delayed or not obtained or injunctions in respect of the granting thereof are issued. Consistent therewith, (i) on the first Business Day following the date hereof, Buyer shall pay an amount in cash equal to U.S.$20,000,000 (TWENTY MILLION DOLLARS) to an account of Sellers designated by the Sellers, by wire transfer of immediately available funds, and (ii) if the Closing shall not already have occurred, on (A) the date that is ninety (90) days after the date of the entry of the Sale Order or (B) July 9, 2004 if the Effective Date shall have occurred prior to the Bankruptcy Court having entered the Sale Order, Buyer shall pay an additional amount in cash equal to U.S.$10,000,000 (TEN MILLION DOLLARS) to an account of Sellers designated by the Sellers, by wire transfer of immediately available funds; provided that, if on the applicable date specified in clause (ii)(A) or (ii)(B) above the conditions to Closing set forth in Section 6.01(c) and Section 6.02 have not been satisfied or waived by the parties hereto, then such requestpayment shall be delayed until the first Business Day thereafter on which such conditions set forth in Section 6.01(c) and Section 6.02 shall have been satisfied or waived. The payment referred to in clause (ii) above shall be made by Buyer regardless of whether the various other conditions precedent to the consummation of the Share Purchase have then been satisfied or waived (including, without limitation, the receipt of all requisite regulatory and other legal approvals). The date on which the payment referred to in clause (ii) above is due shall be referred to herein as the "Payment Due Date" and the date on which such payment is made shall be referred to herein as the "Payment Date." In the event that this Agreement is validly terminated by (x) Buyer pursuant to Section 7.01(b) (but only if the order, decree, ruling or other action issued or taken by such Governmental Entity is of a non-regulatory nature (which, for purposes hereof, shall mean that such order, decree, ruling or other action does not arise out of, relate to or concern antitrust, competitition or telecommunications matters)) or Sections 7.01(d), (i) or (j) hereof, or (y) Parent or the Sellers pursuant to Sections 7.01(b) (but only if the order, decree, ruling or other action issued or taken by such Governmental Entity is of a non-regulatory nature (which, for purposes hereof, shall mean that such order, decree, ruling or other action does not arise out of, relate to or concern antitrust, competitition or telecommunications matters)) or Sections 7.01(e), (f) or (g), then the Sellers shall pay to Buyer promptly (but in any event within ten (10) Business Days) following such termination all amounts previously paid by Buyer to the Sellers pursuant to this Section 5.01(f) as of the date of such termination. In addition, in the event that this Agreement is validly terminated by Buyer pursuant to Section 7.01(k) hereof on or before the Payment Due Date, then the Sellers shall pay to Buyer promptly (but in any event within ten (10) Business Days) following such termination all amounts previously paid by Buyer to the Sellers pursuant to this Section 5.01(f) as of the date of such termination. Notwithstanding anything contained herein to the contrary, until all requisite regulatory approvals are obtained and the Closing shall have occurred, the Sellers shall continue to exercise full and exclusive control of the Companies and New Startel. If the Closing shall not have occurred by July 8, 2005 (the "Outside Date") and the conditions to Closing set forth in Section 6.01(c) and Section 6.02 have been satisfied or waived by the parties hereto, Buyer shall unconditionally and irrevocably pay an additional amount in cash equal to U.S.$10,000,000 (TEN MILLION DOLLARS) as well as all amounts theretofore due and payable and not yet paid by Buyer under this Section 5.01(f) (such payment, the "Termination Amount") to an account of the Sellers designated by the Sellers, by wire transfer of immediately available funds; provided, however, that if at any time, there shall be a final and non-appealable order of or other final determination by ANATEL or CADE permanently restraining, denying, enjoining or otherwise prohib▇▇▇▇g the transactions contemplated by this Agreement or other action is taken or not taken by ANATEL or CADE which has such effect or this Agreement is terminated pursuant ▇▇ ▇ection 7.01(b) hereof where the relevant order, decree, ruling or other action is of a regulatory nature (as referred to above) (a "Termination Event"), then Buyer shall promptly thereafter unconditionally and irrevocably pay the Termination Amount to an account of the Sellers designated by the Sellers, by wire transfer of immediately available funds; provided further, however, that if a Termination Event occurs prior to the Payment Date, then the Termination Amount shall be an amount in cash equal to U.S.$20,000,000 (TWENTY MILLION DOLLARS).

Commercially Reasonable Efforts. (a) Upon Between the terms date of this Agreement and subject to the conditions herein providedClosing Date, except as otherwise provided in this Agreementthe Company, its Subsidiaries, the Sellers and without limiting the obligations of the parties under Section 4.6, each of the parties hereto agrees to Buyer shall use its commercially reasonable efforts to take or cause to be taken all action, action and to do or cause to be done and to assist and cooperate with the other party hereto in doing all things necessary, proper or advisable under applicable Laws and regulations in order to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in Section 7); provided, however, that except as explicitly set forth in Section 6.4, the Parties shall not be required to take any action, including paying or committing to pay any amount to (or incurring any obligation in favor of) any person from whom such consent may be required. Buyer acknowledges that certain consents and the Support Services Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity waivers with respect to the transactions contemplated by this Agreementhereby may be required from parties to Contracts or other agreements, then contracts or licenses of the Company or its Subsidiaries, that such party shall use its consents and waivers have not been obtained as of the date hereof and may not be obtained prior to the Closing, and that so long as the Company has made commercially reasonable efforts to makeobtain material consents requested by the Buyer prior to the Closing, no representation, warranty or cause covenant of the Sellers or the Company contained herein shall be deemed breached, and, other than the documents listed on Section 2.5.1 of the Schedules, to be madedelivered by the Sellers pursuant to Section 7.1(v), no condition shall be deemed to not have been satisfied, as soon as practicable and after consultation with a result of the other party, an appropriate response in compliance with failure to obtain any such requestconsent or waiver or the consequences thereof.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject conditions set forth herein and to the conditions herein provided, except as otherwise provided in this Agreement, and without limiting the obligations of the parties under Section 4.6applicable Law, each of the parties hereto agrees to shall cooperate and use its respective commercially reasonable efforts to take take, or cause to be taken all taken, such appropriate action, to do and do, or cause to be done done, and to assist and cooperate with the other party hereto parties in doing all doing, such things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable, effective the transactions contemplated hereby, includingincluding obtaining all necessary consents, but not limited to: (i) the satisfaction registrations, notices, applications and filings as required by any Governmental Authority or applicable Law or as required by any Contract, lease or agreement, including those disclosed in Section 5.4 and Section 5.5 of the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approvalCompany Disclosure Schedule. (b) Each party hereto As soon as reasonably practicable following the date hereof (but no later than seven (7) Business Days following the date hereof) and pursuant to the applicable requirements of the HSR Act, the parties shall promptly inform cause to be filed with the others U.S. Federal Trade Commission ("FTC") and the Antitrust Division of any communication from any Governmental Entity regarding any the U.S. Department of Justice ("DOJ") Notification and Report Forms relating to the transactions contemplated by this Agreement hereby (including seeking early termination of the waiting period under the HSR Act). Buyer and Seller each shall (a) promptly supply the Support Services Agreement. If other party with any party information which may be required in order to effectuate such filings and (b) respond as promptly as practicable to any inquiry received from the FTC or Affiliate thereof receives a request the DOJ for additional information or documentary documentation. Each of Buyer and Seller shall (i) promptly notify the other party of any material from communication between that party and the FTC or the DOJ and, subject to applicable Law, discuss with and permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) consult with the other party in advance of participating in any meeting or discussion with the FTC, DOJ, or any other Governmental Authority with respect to any filing, investigation or inquiry concerning the transactions contemplated hereby and, to the extent permitted by such Governmental Entity Authority, give the other party the opportunity to attend and participate thereat; and (iii) subject to applicable Law, furnish the other party with copies of all written P:01274586-13:86B79.003 59 I\14146902.20 correspondence and communications between it or its Affiliates and their respective Representatives and any Governmental Authority with respect to the transactions contemplated by this Agreement; provided, then however, that materials provided to the other party pursuant to this Section 7.9(b) may be redacted (x) to remove references concerning the valuation or future plans for the Business, (y) as necessary to comply with contractual obligations and (z) as necessary to address reasonable privilege concerns; provided, further, that the parties may, as they deem advisable, designate any competitively sensitive materials provided to the other under this Section 7.9 or any other section of this Agreement as "outside counsel only." Such materials and the information contained therein shall be given only to outside counsel of the recipient and any consultants engaged by outside counsel and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the prior written consent of the party providing such materials. Subject to Section 7.9(c) and upon the terms and conditions set forth herein, each of the parties shall use its commercially reasonable efforts to maketake, or cause to be madetaken, as soon as practicable such actions and after consultation to do, or cause to be done, and to assist and cooperate with the other parties in doing, such things, necessary, proper or advisable to make effective the transactions contemplated hereby, including obtaining the expiration or termination of any applicable waiting periods under the HSR Act and approvals, if any, from the Governmental Authorities set forth in Section 5.5 of the Company Disclosure Schedule. Buyer, on the one hand, and Seller or the Company, on the other hand, shall each be responsible for paying fifty percent (50%) of all filing fees under the HSR Act (or as otherwise required in accordance with this Section 7.9(b)) in connection with the transactions contemplated hereby. (c) Notwithstanding anything herein to the contrary, nothing contained in this Agreement shall require or obligate Buyer or any of its Affiliates to, and neither the Company nor Seller shall, without the prior written consent of Buyer: (i) in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging any of the transactions contemplated hereby, agree to defend any such action or actions; (ii) commence any Litigation with any Governmental Authority or third party; (iii) commit, an appropriate response agree or otherwise become subject to any restriction, condition, limitation or other understanding on or with respect to the operation of the business of Buyer or any of its Affiliates or the business of the Company; (iv) agree or otherwise be required to license, sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of any business, assets or operations of Buyer or any of its Affiliates or the business of the Company; or (v) pay or commit to pay any material amount of cash or other consideration, or incur or commit to incur any material Liability or other obligation, in compliance connection with such requestobtaining any authorization, consent, Order, registration or approval.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, and without limiting the obligations of the parties under Agreement (including Section 4.66.2(c)), each of the parties hereto agrees shall cooperate with the other parties and use (and shall cause their respective subsidiaries to use its use) their respective commercially reasonable efforts promptly to take (i) take, or cause to be taken taken, all actionactions, to do and do, or cause to be done and to assist and cooperate with the other party hereto in doing done, all things things, necessary, proper or advisable under applicable Laws to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated herebyby this Agreement, including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; and (ii) the obtaining of applicable obtain all approvals, consents, waivers registrations, permits, authorizations and other confirmations from the Bankruptcy Court or approvals of any third parties; (iii) party necessary, proper or advisable to consummate the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of transactions contemplated by this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party of the parties hereto shall promptly inform use its commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission with the others Bankruptcy Court or a Governmental Authority in connection with the transactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated by this Agreement, including any proceeding initiated by a private party, and (ii) keep the other party informed in all material respects and on a reasonably timely basis of any material communication received by such party from or given by such party to any Governmental Entity Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement and the Support Services Agreement. If Subject to applicable Laws relating to the exchange of information, each of the parties hereto shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to the other parties and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, the Bankruptcy Court or any third party and/or any Governmental Authority in connection with the transactions contemplated by this Agreement. (c) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.2, each of the parties hereto shall use its commercially reasonable efforts to resolve such objections, if any, as may be asserted or raised by the Bankruptcy Court, any party in interest to the Chapter 11 Cases, a Governmental Authority or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity other Person with respect to the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, then Sellers shall not, without Purchaser's prior written consent, commit to any divestiture transaction or agree to any restriction on its business, and nothing in this Section 6.2. shall (i) limit any applicable rights a party may have to terminate this Agreement pursuant to Section 9.4 so long as such party shall use has up to then complied in all material respects with its commercially reasonable efforts to makeobligations under this Section 6.2, or cause (ii) require Purchaser or Sellers to offer, accept or agree to (A) dispose or hold separate any part of its or Sellers' businesses, operations, assets or product lines (or a combination of Purchaser's and Sellers respective businesses, operations, assets or product lines), (B) not compete in any geographic area or line of business, and/or (C) restrict the manner in which, or whether, Purchaser or Sellers or any of their affiliates may carry on business in any part of the world, in the case of (A), (B) or (C) as would be made, as soon as practicable and after consultation with the other party, an appropriate response in compliance with such requestmaterial to Purchaser or Sellers. (d) [Intentionally Omitted].

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject conditions of this Agreement, each of the Parties shall cooperate with the other Parties and use (and shall cause their respective Subsidiaries to use) its respective commercially reasonable efforts to promptly obtain all approvals, consents, registrations, permits, authorizations and other confirmations required with respect to such Party from Persons in connection with the conditions herein Transactions (provided, except however, that no Party shall be obligated to pay any consideration (or grant any financial accommodation) to any Person from whom any such approval, consent or other confirmation is requested). (b) In furtherance and not in limitation of the foregoing, Golden Queen shall file with the Toronto Stock Exchange (“TSX”) a notice in the form required by TSX rules to request acceptance of the Transactions as otherwise provided promptly as practicable and in any event within ten (10) Business Days of the date of this Agreement, and without limiting the obligations other Parties shall provide as promptly as practicable such assistance as Golden Queen reasonably requests for the purposes of the parties under Section 4.6such filing, and after such filing each of the parties hereto agrees to Parties shall supply as promptly as practicable any additional information and documentary material that Golden Queen may reasonably request and use its commercially reasonable 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 hereto in doing all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto Golden Queen may reasonably require in order to carry out the intent of request consistent with this Agreement. Notwithstanding the foregoing, except as Section 4.3 necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or such approval. (bc) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement and the Support Services Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement, then such party Parties shall use its commercially reasonable efforts to make(i) cooperate in all respects with each other in connection with any filing or submission by a Party with a Governmental Entity in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Entity relating to the Transactions, including any proceeding initiated by a private party, and (ii) keep the other Parties informed in all material respects and on a reasonably timely basis of any material communication received by such Party from, or cause given by such Party to, such Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions. Subject to be madeapplicable Laws relating to the exchange of information, as soon as each of the Parties shall (1) have the right to review in advance, and to the extent practicable each shall consult the other on, all the information relating to the Transactions or the other Parties that appears in any filing made by a Party with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Transactions and after consultation the Rights Offering Transactions, and (2) to the extent allowed by the applicable Governmental Entity, consult with the other partyParties hereto in advance of any meeting or conference with, an appropriate response the Federal Trade Commission, the Antitrust Division of the Department of Justice or such Governmental Entity relating to the Transactions and give the other Parties the opportunity to attend and participate in compliance with such requestmeetings.

Commercially Reasonable Efforts. (a) Upon Subject to 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 hereto Purchaser agrees to 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 hereto in doing done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in effective as promptly as practicable the most expeditious manner practicable, the transactions contemplated herebyMerger, including, but not limited to: (i) as promptly as practicable, obtaining all Consents from Governmental Authorities and other third parties (for which Purchaser would need to obtain Consent) required for the satisfaction consummation of the conditions precedent to the obligations of any of the parties hereto; Merger and (ii) consulting and cooperating with, providing assistance to and furnishing information reasonably requested by the obtaining of applicable consents, waivers or approvals of any third parties; (iii) Company in preparation and filing with the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance SEC of the obligations hereunder; Proxy Statement and (iv) all necessary amendments and supplements thereto. Upon the execution terms and delivery of such instrumentssubject to the conditions hereof, Purchaser agrees to use commercially reasonable efforts to take, or cause to be taken, all actions and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoingdo, except as or cause to be done, all things necessary to comply with Section 4.6, none satisfy the conditions to the consummation of Seller, the Company, Buyer or any of their respective Affiliates shall Merger to be obligated to make any payments or otherwise pay any consideration to any third party to obtain any applicable consent, waiver or approvalsatisfied by Purchaser. (b) Each party hereto Purchaser shall promptly inform use commercially reasonable efforts to have any Law or injunction (whether temporary, preliminary or permanent) that shall have been enacted, entered, promulgated or enforced by any court or other Governmental Authority, which makes illegal, prohibits or prevents the others of any communication from any Governmental Entity regarding any consummation of the Merger or the other transactions contemplated by this Agreement and the Support Services Agreement. If any party which has not been vacated, dismissed or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect withdrawn prior to the transactions contemplated Closing Date of the foregoing, vacated, dismissed or withdrawn by this Agreement, then such party shall use its commercially reasonable efforts to make, or cause to be made, as soon as practicable and after consultation with the other party, an appropriate response in compliance with such requestClosing Date.

Commercially Reasonable Efforts. (a) Upon the terms The Company 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 hereto agrees to Seller shall use its commercially reasonable efforts to take or cause the Closing to be taken all actionoccur. (a) As promptly as practicable after the execution of this Agreement, each party to do or cause to be done and to assist and cooperate with the other party hereto in doing all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: this Agreement (i) the satisfaction of the conditions precedent shall make all filings (if any) and give all notices (if any) reasonably required to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; be made and (iv) the execution and delivery of given by such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply connection with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement and the Support Services Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement, then such party (ii) shall use its commercially reasonable efforts to makeobtain all consents (if any) required to be obtained (pursuant to any Applicable Law or Contract, or cause otherwise) by such party in connection with the transactions contemplated by this Agreement, (iii) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or proceeding brought by a Governmental Authority or brought by a third party before any Governmental Authority, in each case, with respect to the transactions contemplated hereby, (iv) keep the other Parties reasonably informed as to the status of any such request, inquiry, investigation, action or proceeding and (v) promptly inform the other Parties of any communication to or from any Governmental Authority in connection with any such request, inquiry, investigation, action or proceeding. (b) Each Party understands and agrees that the commercially reasonable efforts, as set forth in this Section 4.03, are defined such that neither Buyer nor its Affiliates shall be required to, and the Company and the Sellers shall not agree to (without the consent of Buyer, which may be withheld in Buyer’s sole and absolute discretion), negotiate, commit to or effect, by consent decree, order, hold separate orders or otherwise, the sale, divestiture or disposition of such of its assets, properties or businesses or of the assets, properties or businesses to be madeacquired by it pursuant hereto or enter into any consent decree, as soon as practicable and after consultation order, accept any undertaking or condition, or otherwise take or to commit to take actions that would limit Buyer’s, the Company’s or their respective Affiliates’ freedom of action with respect to, or ability to retain, any of their businesses, product lines or assets, or otherwise limit Buyer’s ability to receive the other party, an appropriate response in compliance with such requestfull benefits of this Agreement.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to conditions of this Agreement and applicable Law, the conditions herein provided, except as otherwise provided in this Agreement, Company and without limiting the obligations of the parties under Section 4.6, each of the parties hereto agrees to Buyers will use its their 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 hereto in doing done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effectiveeffective the Transaction as soon as practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such other party's obligation to consummate such transactions specified in ARTICLE 6 to be fully satisfied including without limitation (i) make all filings required by Law to be made by them in connection with the Transaction Documents or the consummation of the Transaction, and (ii) use their commercially reasonable efforts to obtain all Consents and orders of all Persons required to be obtained in connection with the execution, delivery and performance of the Transaction Documents and the consummation of the Transaction, and (iii) assign and transfer from the Acquired Subsidiaries to the Company or another Company Subsidiary, all outstanding litigation claims . (b) From time to time, as and when requested by any party to this Agreement, the other parties hereto will execute and deliver, or cause to be executed and delivered, all such documents and instruments and will take, or cause to be taken, all such reasonable actions, as such other party hereto may reasonably deem necessary or desirable to consummate the Transaction. (c) Notwithstanding anything to the contrary contained in this Agreement, to the extent the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to the Buyers of any Acquired Asset is prohibited by any applicable Law or would require any Governmental Authority or third-party authorizations, approvals, consents, or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing Date, and the obtaining thereof is not a condition to the Closing, then following the Closing, and without limiting the provisions set forth in ARTICLE 5, the Company shall be deemed to hold the respective Acquired Asset and all rights and privileges with respect thereto as a trustee for the sole benefit of the Buyers and shall manage such Acquired Asset solely in accordance with instructions of the Buyers, and the parties shall use their respective commercially reasonable efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent, or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to the Buyers the benefits of use of such Acquired Asset. Once such authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of an Acquired Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, the Company shall promptly assign, transfer convey or deliver, or cause to be assigned, transferred, conveyed and delivered, such Acquired Asset to the Buyers for no additional consideration. To the extent that any such Acquired Asset cannot be transferred or the full benefits of use of any such Acquired Asset cannot be provided to the Buyers following the Closing, the Buyers and the Company shall enter into such arrangements for no additional consideration from the Buyers (including subleasing or subcontracting if permitted) to provide to the Buyers the operational equivalent of obtaining such authorization, approval, consent or waiver. Without limitation of the foregoing, in the most expeditious manner practicableevent that at the Closing the registration of any Transferred Intellectual Property in the name of the Buyers at the relevant Governmental Authority was not yet completed and perfected then without limitation of any other rights of the Buyers, to the extent necessary to grant to the Buyers full and unrestricted use of such Transferred Intellectual Property, the transactions contemplated herebyCompany hereby grants to the Buyers, includingeffective as of the Closing and subject to any Third Party Licenses, an irrevocable, perpetual, royalty free, fully paid, worldwide, unrestricted, exclusive license to make any use or exploitation with respect thereto, including without limitation the right to grant sublicenses. In the event that any Acquired Asset was not duly transferred or assigned to the Buyers or its Affiliates at the Closing, and notwithstanding, the Closing was completed, then the Company shall take any action after the Closing, as reasonably requested by the Buyers, to allow the Buyers to enforce any rights or privileges of the Company under or with respect to such Acquired Assets, including pursuit of legal proceedings, solely for the benefit of and at the expense of the Buyers, and the Company shall fully cooperate with the Buyers in order to allow the Buyers to achieve the desired result in this regard. (d) Effective at the Closing, the Selling Group Companies shall terminate all their respective insurance policies (the "Business Insurance Policies") related to the Acquired Assets or the Transferred Intellectual Property, and shall pay all costs associated with the termination of the Business Insurance Policies or for the purchase of any run-off policies. (e) The Selling Group Companies shall cooperate with the Buyer in the review of regulatory matters affecting the Selling Group Companies and, in particular, upon the reasonable request of the Buyer, shall take such actions, implement such registrations, submit such permit applications and seek such approvals as may be required by Environmental Laws to insure that the Selling Group Companies and their products are in compliance with all Environmental Laws as of, and immediately after, the Closing in all countries in which those products are sold as of the Closing. Without derogating from the generality of the foregoing, the Selling Group Companies shall take such actions required in connection with Environmental Laws as set forth in Schedule 5.6(e) attached hereto (the "Environmental Matters") in cooperation and consultation with the Buyer. The costs related to such Environmental Matters shall be borne by the Company, provided however that Buyer will bear the cost for the initial $100,000 of out-of-pocket costs and expenses related thereto, in the manner provided for in Section 2.2. (f) Effective at the Closing, the Company and the Selling Subsidiaries hereby constitute and appoint the Buyers as the true and lawful attorneys (separately and jointly) of the Company and the Selling Subsidiaries, with full power of substitution, in the name of the Company, the Selling Subsidiaries and Buyer, but not limited toon behalf of and for the benefit of the Buyer and at the Buyer's cost and expense: (i) to demand and receive from time to time any and all the satisfaction of the conditions precedent Acquired Assets and to make endorsements and give receipts and releases for and with respect to the obligations of same and any of the parties heretopart thereof; (ii) to institute, prosecute and settle any and all actions or proceedings that the obtaining of applicable consentsBuyers may deem proper in order to collect, waivers assert or approvals enforce any claim, right or title of any third partieskind in or to the Acquired Assets; (iii) the defending of to defend or settle any Actions, whether judicial or administrative, challenging this Agreement or the performance all actions proceedings with respect to any of the obligations hereunderAcquired Assets (other than actions or proceedings which the Company acknowledges and agrees in a written instrument signed by the Company and delivered to the Buyers that constitute Excluded Liabilities); and (iv) to do all such acts and things in relation to the execution matters set forth in the preceding clauses (i) through (iii) as the Buyers shall deem necessary or desirable. The Company and the Selling Subsidiaries hereby acknowledge that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by them in any manner or for any reason. The Company and the Selling Subsidiaries shall deliver to the Buyers at the Closing acknowledged powers of attorney to the foregoing effect executed by the Company and the Selling Subsidiaries. (g) In case that during the period of 18 months following the Closing, any of the Buyers discover any Contract, Software, Copyright, Trademark or other item of Intellectual Property or other asset owned by the Company or a Selling Subsidiary and used in conducting the Business prior to Closing (an "Additional Asset"), which is not included in the Acquired Assets or the Transferred Intellectual Property, then the Buyers may request the Company or a Selling Subsidiary in writing to license or transfer such Additional Asset, as applicable under this Section, to the Buyers in accordance with the provisions hereunder, as if such item had been identified as an Acquired Asset or Transferred Intellectual Property under this Agreement, for no additional consideration. As soon as practicable after receipt by the Company from the Buyers of such request as aforesaid, the Company or a Selling Subsidiary shall provide written confirmation (unless the Company in good faith believes that such Additional Asset should not be so treated) and, such item shall be deemed to have been transferred or licensed as described in this Section. If the Company or a Selling Subsidiary so discovers any such Additional Asset, it shall notify the Buyers and, at the Buyers' written request, the Company or the applicable Selling Subsidiary shall be deemed to have licensed or transferred such Additional Asset to the Buyers in accordance with the terms of this Section. In the event that the Company or a Selling Subsidiary receive, at any time after the Closing, any payments related to the Business, the Company or the Selling Subsidiary, as the case may be, shall promptly transfer such payment to the Buyer (or the applicable Buyer Affiliate). In the event that Buyer or a Buyer Affiliate receive, at any time after the Closing, any payments related solely to an Excluded Asset or from any litigation proceedings of an Acquired Subsidiary existing prior to the Closing and not to the Business, the Buyer or any such Buyer Affiliate, as the case may be, shall promptly transfer such payment to the Company. (h) Without limiting the foregoing, from and after the Closing Date, the Company and the Selling Subsidiaries shall (at its own expense) do all things necessary, proper or advisable under applicable Laws, including signing and delivery of such any documents and instruments, as reasonably requested by the Buyers to put the Buyers in effective and registered possession, ownership and control of the taking Acquired Assets. No party nor any of such other actions as its subsidiaries shall take any action that is intended to have the other party hereto may effect of, or is reasonably require expected to have the effect of, delaying, impairing or impeding the receipt of any required approvals or the satisfaction of any condition in order ARTICLE 6. (i) Anything contained in this Agreement to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6contrary notwithstanding, none of Seller, the Company, Buyer parties to this Agreement or their Affiliates will be required to commence litigation or divest or hold separate any business or assets or limit or restrict its rights or ability to engage in any business (other than pursuant to Section 5.8) in connection with the consummation of their respective Affiliates shall be obligated to make any payments or otherwise pay any consideration to any third party to obtain any applicable consent, waiver or approvalthe Transaction. (bj) Each party hereto shall During the period until the Closing, the Company will promptly inform (after becoming aware) notify the others Buyer of any communication from security incident relating to its information technology systems, including without limitation, any Governmental Entity regarding any incidents involving loss or potential loss of intellectual property or personally identifiable information. The parties shall work together between the transactions contemplated by this Agreement date hereof and the Support Services Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity Closing with respect to the transactions contemplated by this Agreementfollowing: (i) compliance to PCI DSS V1.1, then such party (ii) completion of a PCI SAQ, (iii) mitigation of identified network security vulnerabilities, (iv) mitigation of identified OS security vulnerabilities, (v) mitigation of identified Application Security vulnerabilities, (vi) apply and validate security patches, (vii) deploy and validate AV tools, and (viii) migration of non-supported version of operating systems to supported versions with patches. (k) Buyer shall use its commercially reasonable commercial efforts to make, or cause provide the Company with information necessary for the Company to comply with regulations applicable to the Company which are reasonably requested. Requests for such information shall be made, as soon as practicable delivered to a designated representative from Buyer's Strategy and after consultation with the other party, an appropriate response in compliance with such requestCorporate Development group.

Commercially Reasonable Efforts. (a) Upon the terms The Parties shall cooperate 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 hereto agrees to use its their respective commercially reasonable efforts to take take, or cause to be taken taken, all appropriate action, to do or cause to be done and to assist and cooperate with the other party hereto in doing all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement and the Support Services Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement, then such party shall use its commercially reasonable efforts to make, or cause to be made, all filings necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including their respective commercially reasonable efforts to obtain, prior to the Closing Date, all consents and approvals of Governmental Entities as soon are necessary for consummation of the transactions contemplated by this Agreement and to fulfill the conditions to Closing. (b) Sellers shall have the right to review in advance and to approve, subject to applicable Laws relating to the exchange of information, with respect to all material information submitted to any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, Sellers agree to act reasonably and as practicable and after consultation promptly as practicable. Each Party agrees that it will consult with the other Parties hereto with respect to the obtaining of all material consents, registrations, approvals, permits and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, and each Party will keep the other Parties apprised of the status of material matters relating to completion of the transactions contemplated hereby. (c) In the event any claim, action, suit, investigation or other proceeding by any Governmental Entity or other Person is commenced that questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the Parties agree to cooperate and use all commercially reasonable efforts to defend against or otherwise resolve such claim, action, suit, investigation or other proceeding and, if an injunction or other order is issued in any such action, suit or other proceeding, to use all commercially reasonable efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated hereby. (d) Buyer and Sellers shall use commercially reasonable efforts to obtain at the earliest practicable date, and in any event prior to Closing, all authorizations, approvals, consents and/or waivers of a Governmental Entity or other third party, an appropriate response in compliance with such requestas applicable, necessary to grant, sell, assign, transfer and/or deliver to Buyer the Assets, including each of the Assumed Contracts and all claims, rights and benefits arising thereunder or resulting therefrom.

Commercially Reasonable Efforts. (a) Upon For the terms and subject to purposes of Closing, (i) 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 hereto agrees to Seller shall use its commercially reasonable efforts to take or cause the conditions set forth in Section 6.01 and Section 6.02 to be taken all actionsatisfied, but subject to do or cause any waiver thereof, at Closing to be done and to assist and cooperate satisfied on a timely basis and, consistent with the other party hereto in doing all things necessaryusing such commercially reasonable efforts, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner if reasonably practicable, cause such conditions to be satisfied as soon as possible after the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties heretodate hereof; and (ii) Purchaser shall use commercially reasonable efforts to cause the obtaining of applicable consentsconditions set forth in Section 6.01 and Section 6.03 to be satisfied, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, Buyer or any of their respective Affiliates shall be obligated to make any payments or otherwise pay any consideration but subject to any third party waiver thereof, at Closing to obtain any applicable consentbe satisfied on a timely basis and, waiver or approvalconsistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied as soon as possible after the date hereof. (b) Each party hereto As promptly as practicable after the execution of this Agreement, each Party to this Agreement (i) shall promptly inform the others of any communication from any Governmental Entity regarding any of make all filings and give all notices reasonably required to be made and given by such Party in connection with the transactions contemplated by this Agreement and the Support Services Agreement. If (ii) shall use all commercially reasonable efforts to obtain all Consents required to be obtained (pursuant to any party applicable Law or Affiliate thereof receives a request for additional information Contract, or documentary material from any otherwise) by such Governmental Entity Party in connection with respect to the transactions contemplated by this Agreement. Each Party shall, then upon request of another Party and to the extent permitted by applicable Law or applicable Contracts, promptly deliver to such other party shall use its a copy of each such filing made, each such notice given and each such Consent obtained by it. (c) The Parties understand and agree that the commercially reasonable efforts of any party hereto shall not be deemed to makeinclude entering into any settlement, undertaking, consent decree, stipulation or cause to be made, as soon as practicable and after consultation agreement with any Governmental Authority in connection with the other partytransactions contemplated hereby. Notwithstanding anything herein to the contrary, an appropriate response in compliance with such requestPurchaser shall not be required to contest or defend any objections or oppositions raised by any Governmental Authority relating to the matters contemplated by this Section 5.01, although it may, at its sole discretion, elect to do so.

Commercially Reasonable Efforts. (a) 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, and without limiting the obligations of the parties under Section 4.6, each of the parties hereto agrees to use its commercially reasonable efforts to take (a) fulfill or cause to be taken all action, to do or cause to be done and to assist and cooperate with obtain the other party hereto in doing all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: (i) the satisfaction fulfillment of the conditions precedent to the obligations of any consummation of the parties hereto; (ii) the obtaining of applicable consentstransactions contemplated hereby, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) including 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 third party hereto may reasonably require in order to carry out the intent of this Agreementor commence any litigation or arbitration proceeding against any such third party. Notwithstanding the foregoing, except as necessary to comply with all of the provisions of this Section 4.6, none of Seller, the Company, Buyer or any of their respective Affiliates 4.3 shall be obligated subject to make any payments or otherwise pay any consideration to any third party to obtain any applicable consentSection 4.5 and in the event of a conflict between this Section 4.3 and Section 4.5, waiver or approvalSection 4.5 shall govern and control. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement and the Support Services Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement, then such party shall use its commercially reasonable efforts to make, or cause to be made, as soon as practicable and after consultation with the other party, an appropriate response in compliance with such request.

Commercially Reasonable Efforts. (a) Upon For the terms and subject to purposes of Pre-closing, (i) 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 hereto agrees to Company shall use its commercially reasonable efforts to take or cause the conditions set forth in Section 6.01 that are to be taken all actionsatisfied, but subject to do or cause any waiver thereof, at Pre-closing to be done and to assist and cooperate satisfied on a timely basis and, consistent with the other party hereto in doing all things necessaryusing such commercially reasonable efforts, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner if reasonably practicable, cause such conditions to be satisfied on or before June 8, 2017, and (ii) Purchaser shall use commercially reasonable efforts to cause the transactions contemplated hereby, includingconditions set forth in Section 6.02 that are to be satisfied, but not limited to: subject to any waiver thereof, at Pre-closing to be satisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied on or before June 8, 2017. For the purposes of Closing, (i) the satisfaction of Company shall use commercially reasonable efforts to cause the conditions precedent set forth in Section 6.01 that are to be satisfied, but subject to any waiver thereof, at Closing to be satisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied on or before the obligations of any of date which falls three (3) months after the parties hereto; Pre-closing Date, and (ii) Purchaser shall use commercially reasonable efforts to cause the obtaining of applicable consentsconditions set forth in Section 6.02 that are to be satisfied, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, Buyer or any of their respective Affiliates shall be obligated to make any payments or otherwise pay any consideration but subject to any third party waiver thereof, at Closing to obtain any applicable consentbe satisfied on a timely basis and, waiver consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied on or approvalbefore the date which falls three (3) months after the Pre-closing Date. (b) Each party hereto As promptly as practicable after the execution of this Agreement, each Party to this Agreement (i) shall promptly inform the others of any communication from any Governmental Entity regarding any of make all filings and give all notices reasonably required to be made and given by such Party in connection with the transactions contemplated by this Agreement and the Support Services Agreement. If (ii) shall use all commercially reasonable efforts to obtain all Consents required to be obtained (pursuant to any party applicable Law or Affiliate thereof receives a request for additional information Contract, or documentary material from any otherwise) by such Governmental Entity Party in connection with respect to the transactions contemplated by this Agreement. Each Party shall, then upon request of another Party and to the extent permitted by applicable Law or applicable Contracts, promptly deliver to such other party shall use its a copy of each such filing made, each such notice given and each such Consent obtained by it. (c) The Parties understand and agree that the commercially reasonable efforts of any party hereto shall not be deemed to makeinclude (i) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or cause taking any other action (or otherwise agreeing to do any of the foregoing), with respect to any of its or its Subsidiaries’ or any of their respective Affiliates’ businesses, assets or properties. Notwithstanding anything herein to the contrary, Purchaser shall not be maderequired to contest or defend any objections or oppositions raised by any Governmental Authority relating to the matters contemplated by this Section 5.02, as soon as practicable and after consultation with the other partyalthough it may, an appropriate response in compliance with such requestat its sole discretion, elect to do so.

Commercially Reasonable Efforts. During the period from the date of this Agreement and continuing until the Effective Time or earlier termination of this Agreement, the Company and each of the Company Members agrees that, except as expressly permitted by this Agreement (including the limitations set forth in this Section 5.01), required by Law or to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably or untimely withheld), the Company shall, and shall cause its Subsidiaries to, (a) Upon conduct their respective businesses in the terms and subject to the conditions herein providedordinary course consistent with past practices, except as otherwise provided in this Agreement, and without limiting the obligations of the parties under Section 4.6, each of the parties hereto agrees to (b) use its all 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 hereto in doing all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; maintain and preserve intact its business organization, (ii) the obtaining of applicable consentsmaintain their rights, waivers or approvals of any third parties; franchises, licenses and other authorizations by Governmental Entities (iii) the defending of any Actionspreserve their relationships with directors, whether judicial or administrativeexecutive officers, challenging this Agreement or the performance of the obligations hereunder; key employees, customers, suppliers and others having business dealings with them, and (iv) maintain their respective properties and assets in their present state of repair, order and condition, reasonable wear and tear excepted, to the execution end that their goodwill and delivery of such instrumentsongoing businesses shall not be impaired in any material respect, and (c) use their commercially reasonable efforts to cause its conditions to Closing to be satisfied and for the taking Closing to occur as promptly as practicable and none of such other actions as the other party hereto may reasonably require in order Company or any Company Member shall take any action designed to carry out prevent, impede or delay the intent Closing. For purposes of this Agreement. Notwithstanding Agreement (including, without limitation, this Section 5.01 and Section 5.10), the foregoing, except as necessary to comply with Section 4.6, none “commercially reasonable efforts” of Seller, the Company and/or the Company Members shall not require the Company, Buyer the Company Members or any of their respective Subsidiaries, Affiliates shall be obligated or representatives to make commence any payments litigation or otherwise pay arbitration proceeding, to waive or surrender any consideration right, to offer or grant any accommodation or concession (financial or otherwise) to any third party or to obtain otherwise suffer any applicable consentdetriment, waiver to waive or approval. (b) Each party hereto shall promptly inform forego any right, remedy or condition hereunder or to provide financing to the others of any communication from any Governmental Entity regarding any Parent for the consummation of the transactions contemplated by this Agreement and the Support Services Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement, then such party shall use its commercially reasonable efforts to make, or cause to be made, as soon as practicable and after consultation with the other party, an appropriate response in compliance with such requesthereby.

Commercially Reasonable Efforts. (a) Upon The parties hereto shall reasonably cooperate with each other and use their commercially reasonable efforts to as promptly as reasonably practicable prepare and file all necessary documentation, to effect all applications, notices, petitions and Filings, to obtain as promptly as reasonably practicable all permits, Consents, approvals and authorizations of all third parties and Governmental Entities which are reasonably necessary or advisable to consummate the Transactions, and to comply with the terms and conditions of all such permits, Consents, approvals and authorizations of all such Governmental Entities. The parties shall reasonably cooperate with each other in connection therewith (including the furnishing of any information (subject to applicable Laws and privileges) and any reasonable undertaking or commitments that may reasonably be required to obtain any such approvals). Each of Investor and the conditions herein providedCompany shall have the right to review in advance, except and, to the extent reasonably practicable, each will consult the other on, in each case subject to applicable Laws and privileges relating to the exchange of information, all the information relating to Investor or the Company, as otherwise provided in this Agreementthe case may be, and without limiting any of their respective Subsidiaries, which appears in any Filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the obligations of Transactions. In exercising the parties under Section 4.6foregoing right, each of the parties hereto agrees shall act reasonably and as promptly as reasonably practicable. Subject to use its commercially reasonable efforts applicable Laws and privileges, each such party will provide the other with copies of any applications and all correspondence relating thereto prior to take filing, other than any portions of material filed in connection therewith that contain competitively sensitive business or cause other proprietary information filed under a claim of confidentiality. The parties hereto agree that they will reasonably consult with each other with respect to be taken the obtaining of all actionpermits, Consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to do or cause consummate the Transactions and each such party will keep the other reasonably apprised of the status of matters relating to be done and to assist and cooperate completion of the Transactions. Each such party shall reasonably consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the Transactions. Each such party hereto in doing all things necessary, proper or advisable under applicable Laws and regulations shall use its reasonable best efforts to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of the conditions precedent take all action reasonably necessary to the obligations of ensure that no Takeover Law is or becomes applicable to any of the parties hereto; Transactions and (ii) if any Takeover Law becomes applicable to any of the obtaining of applicable consentsTransactions, waivers or approvals of any third parties; (iii) take all action to enable the defending of any Actions, whether judicial or administrative, challenging Transactions to be consummated as promptly as practicable on the terms contemplated by this Agreement or and otherwise minimize the performance of the obligations hereunder; and (iv) the execution and delivery effect of such instruments, and Takeover Law on the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approvalTransactions. (b) Each party hereto In furtherance and not in limitation of the foregoing, but subject to the following sentences of this Section 5.10(b), each of Investor and the Company shall promptly inform take all commercially reasonable steps that are reasonably necessary to (i) avoid the others of entry of, or to have vacated, lifted, reversed or overturned any communication from decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that would restrain, prevent or materially delay the Closing, and (ii) avoid or eliminate each and every impediment, if any, that is asserted by any Governmental Entity regarding any of the transactions contemplated by this Agreement and the Support Services Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity Entity, in each case, with respect to the transactions contemplated by Transactions so as to enable the Closing to occur as promptly as reasonably practicable. Notwithstanding anything to the contrary contained in this Agreement, then such party neither the Company nor any of its Affiliates (including any Company Subsidiary) shall use its commercially reasonable efforts be required to maketake, or cause agree or commit to take, any Specified Action, whether pursuant to any consent decree, hold separate Order, or otherwise. Notwithstanding anything to the contrary in this Agreement, no party hereto shall be maderequired to take, or agree or commit to take, any actions that, individually or in the aggregate, would reasonably be expected to constitute a Materially Burdensome Regulatory Condition. (c) Nothing in this Agreement, including this Section 5.10, obligates Investor, the Company or any Founding Member to waive any of the conditions to such party’s obligations to consummate the Transactions as soon as practicable and after consultation with set forth in Article VI. (d) Notwithstanding anything in this Section 5.10 to the other partycontrary, an appropriate response in compliance with such requestthis Section 5.10 does not apply to any Antitrust Approvals or Antitrust Filings, both of which are governed exclusively by Section 5.3.

Commercially Reasonable Efforts. (a) Upon the terms A&M and subject to the conditions herein provided, except as otherwise provided in this AgreementSellers shall, and without limiting the obligations of the parties under Section 4.6shall cause their respective Subsidiaries, 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 hereto in doing all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: (i) promptly make all filings and seek to obtain all authorizations required under all Applicable Laws with respect to this Agreement and the satisfaction of the conditions precedent to the obligations of any of the parties heretotransactions contemplated hereby and 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 obtaining ability of applicable consents, waivers or approvals of any third partiesthe parties to consummate the transactions contemplated hereby; and (iii) the defending of any Actionspromptly use their commercially reasonable efforts to (x) take, whether judicial or administrativecause to be taken, challenging this Agreement or the performance of the obligations hereunder; all other actions and (ivy) do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the execution conditions set forth in Article V (unless waived) and delivery of such instruments, to consummate and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of effective the transactions contemplated by this Agreement on the terms and conditions set forth herein (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation and providing assistance to Purchaser as reasonably necessary to permit Purchaser to obtain licenses or approvals in respect of the Restaurants and the Support Services Agreementpresent uses thereof under applicable alcohol and beverage laws, rules and regulations of any Governmental Authority). If Sellers shall promptly notify Purchaser of any communication to that party or Affiliate thereof receives a request for additional information or documentary material from any Governmental Authority in connection with any required filing with, or approval or review by, such Governmental Entity Authority in connection with respect to this Agreement and the transactions contemplated hereby and permit Purchaser to review in advance any proposed communication to any Governmental Authority in such connection to the extent permitted by this Agreement, then such party shall use its commercially reasonable efforts to make, or cause to be made, as soon as practicable and after consultation with the other party, an appropriate response in compliance with such requestApplicable Law.

Commercially Reasonable Efforts. (a) Upon Subject to 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 hereto agrees to promptly effect all necessary filings under the Bank Acts and, to the extent applicable, the HSR Act (which the parties shall file with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice on or prior to November 20, 1997 if they determine a filing is so required) and use its commercially reasonable efforts to take secure all government clearances (including by taking all reasonable steps to avoid or set aside any preliminary or permanent injunction or other order of any federal or state court of competent jurisdiction or other governmental authority) to consummate and make effective the transactions contemplated by this Agreement. Each of the parties shall have the right to review in advance, and, to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to (i) all material written information submitted to the SEC or (ii) descriptions of this Agreement and the transactions contemplated hereby submitted to any rating agency or any other third party, in connection with the transactions contemplated by this Agreement. 26 27 (b) In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each of the parties hereto further agrees to use its reasonable efforts to take, or cause to be taken taken, all action, and to do do, or cause to be done and to assist and cooperate with the done, all other party hereto in doing all things necessary, proper or advisable under applicable Laws laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of effective the transactions contemplated by this Agreement Agreement. In particular, subject to the provisions of Section 11.09 of this Agreement, Fleet and the Support Services Company will use their respective commercially reasonable efforts to obtain all other consents, authorizations, orders and approvals required in connection with, and waivers of any material violations, breaches and defaults that may be caused by, the consummation of the Contribution or the other transactions contemplated by this Agreement. If For those of the Material Information Technology Contracts set forth on the Company's Disclosure Schedule which require consent (or any party or Affiliate thereof receives a request for additional information or documentary material other form of conditional approval) from any third party prior to or after any assignment by the Company, the Company and Fleet will each diligently and in good faith exercise reasonable commercial efforts towards obtaining such Governmental Entity consents or satisfying any conditions imposed by any third party. Each party hereto further agrees that it will consult with the other party hereto with respect to the obtaining of all permits, consents, approvals, and authorizations of third parties and governmental authorities necessary or advisable to consummate the transactions contemplated by this Agreement, then such and each party shall use its commercially reasonable efforts to make, or cause to be made, as soon as practicable and after consultation with will keep the other party, an appropriate response in compliance with such request.party appraised of the status of material matters relating to the completion of the transactions contemplated hereby. SECTION

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions herein provided, except as otherwise provided set forth in this Agreement, and without limiting the obligations of the parties under Agreement (including those contained in this Section 4.66.08), each of the parties hereto agrees to shall, and shall cause its Subsidiaries 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 hereto parties in doing doing, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Offer, the Merger and the transactions contemplated hereby, including, but not limited to: including (i) the satisfaction obtaining of all necessary permits, waivers, consents, approvals and actions or nonactions from Governmental Entities and the conditions precedent making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to the obligations of obtain an approval or waiver from, or to avoid an action or proceeding by, any of the parties hereto; Governmental Entities, (ii) the obtaining of applicable consents, all necessary consents or waivers or approvals of any from third parties; , and (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instrumentsany additional instruments necessary to consummate the Offer, the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly (x) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other with any information that may be reasonably required in order to effectuate the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreementactions. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others other party or parties hereto, as the case may be, of any material communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement and the Support Services Agreement. If any party the Company or Affiliate thereof Parent receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement, then such party it shall use its commercially reasonable efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. Neither Parent nor the Company shall commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period under any applicable Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld or delayed). (b) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Offer, the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, the Parent, Merger Sub and (subject to Section 6.04(b)) Company shall cooperate in all respects with each other and shall use their commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (c) Notwithstanding anything to the contrary set forth in this Agreement, none of Parent, Merger Sub or any of their Subsidiaries shall be required to, and the Company may not, without the prior written consent of Parent, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries in any manner, or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries; provided that, if requested by Parent, the Company will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Company in the event the Closing occurs.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, Agreement and without limiting the obligations of the parties under Section 4.6applicable Law, each of the parties hereto agrees to Sellers and the Purchaser shall use its their 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 hereto in doing done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effectiveeffective the transactions contemplated hereby as soon as practicable. Without limiting the foregoing, each of the Sellers, on the one hand and on behalf of any Company, and the Purchaser, on the other hand, shall use their commercially reasonable efforts to (to the extent not already obtained or completed) (i) obtain all Consents, Permits or Orders by, and give all necessary notices to, and make all Filings with, and applications and submissions to, any Governmental Entity or other Person, including in respect of, or as required by, applicable antitrust Laws, necessary in connection with the consummation of the transactions contemplated hereby as soon as reasonably practicable; and (ii) provide all such information concerning such party (or, in the most expeditious manner practicablecase of any Seller, such Company) as may be necessary or reasonably requested in connection with any of the foregoing. No later than three Business Days after the date hereof, the Purchaser shall file or cause to be filed, the application, documents and other materials required to be filed with the Italian anti-trust authorities (‘‘Autorita Garante della Concurrenza’’) in connection with the consummation of the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of by this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto of the Sellers and the Purchaser shall promptly inform keep each other reasonably apprised of the others status of any communication from any Governmental Entity regarding any matters relating to the completion of the transactions contemplated by this Agreement hereby and shall reasonably cooperate in connection with obtaining all required Consents of any Governmental Entity. In that regard, each of the Sellers, on the one hand, and the Support Services Agreement. If Purchaser, on the other hand, shall, without limitation, and, in each case, subject to applicable Law: (i) promptly notify each other of, and if in writing, furnish each other with copies of (or, in the case of oral communications, advise each other orally of) any party communications from or Affiliate thereof receives a request for additional information with any Governmental Entity with respect to the Acquisition or documentary any of the other transactions contemplated hereby, (ii) permit each other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written (or any material from proposed oral) communication with any such Governmental Entity, (iii) not participate in any meeting, teleconference or videoconference with any such Governmental Entity unless it first consults with the Sellers or the Purchaser (as the case may be) and to the extent permitted by such Governmental Entity gives the Sellers or the Purchaser (as the case may be) the opportunity to attend and participate thereat, (iv) furnish each other with copies of all correspondence, filings and communications between it and any such Governmental Entity with respect to this Agreement and the transactions contemplated by this Agreementhereby and (v) furnish each other with such necessary information and reasonable assistance as the Sellers or the Purchaser (as the case may be) may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity. The Sellers, then such party shall use its commercially reasonable efforts to makeon the one hand, or cause to be madeand the Purchaser, on the other hand, as soon each deems advisable and necessary, may reasonably designate any competitively sensitive material provided to the other under this Section 7.3(b) as practicable ‘‘counsel only.’’ Such materials and after consultation the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (the Sellers or the Purchaser, as the case may be) or such applicable Person's legal counsel. (c) Except as otherwise expressly provided herein, prior to the Closing, the Purchaser shall not, without the prior consent of the Sellers (which consent shall not be unreasonably withheld, conditioned or delayed) contact or communicate with any Business customer or Company Service Provider in connection with the other party, an appropriate response in compliance with such requesttransactions contemplated hereby.

Commercially Reasonable Efforts. (a) Upon SPC and Acquiror shall cooperate and use their respective commercially reasonable efforts to satisfy as promptly as practicable the terms and subject conditions precedent to the other party’s obligations hereunder and shall use their respective commercially reasonable efforts to satisfy as promptly as practicable the conditions herein providedprecedent to their obligations hereunder to the extent they have the ability to control the satisfaction of such obligations. Without limiting the generality of the foregoing, except SPC and Acquiror shall make all filings and submissions required by the U.S. Antitrust Laws, the Communications Act and any other Legal Requirements and promptly file any additional information requested as otherwise provided in this Agreementsoon as practicable after receipt of such request therefor and promptly file any other information that is necessary, proper or advisable to permit consummation of the Transaction. In connection with the foregoing, SPC and Acquiror shall endeavor to consummate the Transaction without (or with minimal) costs, conditions, limitations and restrictions associated with the grant of the SPC Required Consents and Acquiror Required Consents. Except with respect to payment of HSR Act filing fees pursuant to Section 5.4(d)(1), and without limiting filing fees in connection with the obligations Applications pursuant to Section 5.4(d)(2), each party shall pay all fees and expenses associated with obtaining all Consents that are required in respect of such party to consummate the Transaction or are otherwise commercially advisable in connection with consummation of the parties under Section 4.6, each Transaction. (b) Each of the parties hereto agrees to execute and deliver such other documents, certificates, agreements and other writings and take such other commercially reasonable actions not inconsistent with this Agreement as may be necessary or desirable to evidence, consummate or implement expeditiously the Transaction. (c) SPC and Acquiror shall cooperate with each other and shall furnish to the other party all information reasonably necessary or desirable in connection with making any filing under the HSR Act, and in connection with resolving any investigation or other inquiry by any Governmental Body with respect to the Transaction. Each of the parties shall promptly inform the other party of and, to the extent in writing (including emails) promptly provided copies of, any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Body regarding any such filings or the Transaction. SPC and Acquiror shall not participate in any meeting with any Governmental Body in respect of any such filings, investigation or other inquiry without giving the other party prior notice of, and to the extent permitted the opportunity to participate in, such meeting. The parties hereto will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with all meetings, actions and proceedings under or relating to the HSR Act (including, with respect to making a particular filing, by providing copies of all such documents (other than those that will not be publicly available) to the non-filing party and their advisors prior to filing and, if requested, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith); provided, however, that in no event shall Acquiror or SPC be required to furnish any information that, based on advice of such party’s counsel, would reasonably be expected to create any potential liability under applicable Legal Requirements, including U.S. Antitrust Laws, or would constitute a waiver of any material legal privilege (provided, that in such latter event Acquiror and SPC shall use commercially reasonable efforts to cooperate to permit disclosure of such information in a manner consistent with the preservation of such legal privilege). (d) In furtherance and not in limitation of the foregoing, each of Acquiror and SPC shall cooperate in taking the following actions: (1) Within twenty (20) calendar days after the date hereof, Acquiror and SPC shall make the required filings in connection with the transactions contemplated hereby pursuant to the HSR Act with the FTC and the Antitrust Division of the United States Department of Justice (the “Antitrust Divisions”), and shall request early termination of the waiting period with respect to such filings. From time to time after such initial filings, each party shall, as promptly as practicable, make all such further filings and submissions and take such further actions as may reasonably be required in connection therewith and shall furnish all other information reasonably necessary therefor. Each of Acquiror and SPC shall notify the other immediately upon receiving any request for additional information with respect to such filings from either the Antitrust Division or the FTC and the party receiving such request shall use its best efforts to comply with such requests as soon as is reasonably possible. Neither party shall withdraw any filing or submission without prior written consent of the other. All fees in connection with the required filings shall be borne one-half (1/2) by Acquiror and one-half (1/2) by SPC. (2) (a) Within fifteen (15) calendar days after the date hereof, SPC and Acquiror shall file one or more applications (the “Applications”) with the FCC to obtain the FCC’s consent to the transfer of control of the Commission Authorizations for the Stations. Acquiror and SPC shall cooperate with each other in the preparation and filing of the Applications and all information, data, exhibits, statements, and other materials required thereby. Each party further agrees to (i) expeditiously prepare and file with the FCC any amendments or any other filings in connection therewith which are requested by the FCC or required by its rules and policies, (ii) cooperate in the timely filing of extensions of any FCC consummation deadline (as long as the Agreement has not been terminated in accordance with its terms) if the conditions for Closing have not yet been satisfied, and (iii) take such other actions as may be necessary or appropriate to obtain the issuance of an order by the FCC (the “Initial Order”) granting the Applications at the earliest practicable time and having the Initial Order become a Final Order. For purposes of this Agreement, each party shall be deemed to be using its commercially reasonable efforts with respect to take or cause obtaining the Initial Order and the Final Order, and to be taken all actionotherwise complying with the foregoing provisions of this Section 5.4(d), so long as it (x) truthfully and promptly provides information necessary or appropriate to do or cause complete and file its portion of the Applications and any amendments thereto in a timely manner, (y) timely provides its comments on any documents and other materials to be done and to assist and cooperate with filed by the other party hereto and (z) uses its reasonable efforts to oppose any and every petition to deny, informal objection or other challenge to the Applications and any and every reconsideration petition, application for review, or judicial appeal seeking a reversal of the Initial Order or, as the case may be, the Final Order, all without prejudice to the parties’ termination rights under this Agreement; provided, that SPC and the Radio Subsidiaries, on the one hand, and Acquiror, on the other, shall not be required to expend any funds or efforts contemplated under this Section 5.4(d) unless the other is concurrently and likewise complying with its respective obligations under this Article V. (i) Except as otherwise provided herein, each party will be solely responsible for the expenses incurred by it in doing all things necessarythe preparation, proper filing, and prosecution of the Applications and the fulfillment of its obligations under clause (A) hereof. All filing fees imposed by the FCC or advisable under applicable Laws any governmental authority in connection with the filing of the Applications and the prosecution thereof shall be paid one-half (1/2) by the SPC, on the one hand, and one-half (1/2) by Acquiror, on the other. (ii) SPC shall, at its own expense, give timely notice of the filing of the Applications by such means and in such manner as may be required by the rules and regulations of the FCC; and (3) Promptly file all other necessary applications, instruments and documents with other Governmental Bodies relating to consummate the Transaction. (e) SPC shall give (or shall cause its Subsidiaries to give) any notices to third parties, and make effectiveuse, and cause its Subsidiaries to use, commercially reasonable efforts to obtain any Consents. SPC must promptly notify Acquiror of any failure or prospective failure to obtain any such Acquiror Required Consents, as the case may be, and, if requested by Acquiror, must provide Acquiror with copies of all material filings and correspondence in connection with, and evidence of, all such Acquiror Required Consents, as the most expeditious manner practicablecase may be, applied for or obtained. (f) After the transactions contemplated herebyApplications have been filed with the FCC pursuant to Section 5.4(d), includingAcquiror and SPC shall prosecute such Applications with all reasonable diligence and take all reasonable steps to obtain the requisite FCC Consent at the earliest practicable time. No party hereto shall take any action, but and SPC shall cause the Radio Subsidiaries not limited to: to take any action, that such party knows or should know would adversely affect obtaining the FCC Consent, or adversely affect the FCC Consent becoming a Final Order. Each party agrees to comply with any condition imposed on it by the FCC Consent, except that no party shall be required to comply with a condition if (i) the satisfaction condition was imposed on it as the result of a circumstance the conditions precedent to the obligations existence of which does not constitute a breach by that party of any of the parties hereto; its representations, warranties or covenants hereunder, and (ii) compliance with the obtaining of applicable consents, waivers condition would have a material adverse effect upon it. SPC and Acquiror shall oppose any petitions to deny or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement and the Support Services Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity objections filed with respect to the transactions contemplated by this AgreementApplications for the FCC Consent and any requests for reconsideration or judicial review of the FCC Consent. (g) If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, then such and neither party shall use its commercially reasonable efforts have terminated this Agreement pursuant to makeArticle VIII, or cause to be madethe parties shall jointly request an extension of the effective period of the FCC Consent, as soon as practicable and after consultation with the other party, an appropriate response in compliance with such requestcase may be. No extension of the effective period of the FCC Consent shall limit the exercise by either party of its right to terminate the Agreement under Article VIII.

Commercially Reasonable Efforts. (a) Upon the terms The Company and subject to the conditions herein provided, except as otherwise provided in this AgreementParent shall, and without limiting the obligations of the parties under Section 4.6, each of the parties hereto agrees to shall use its their commercially reasonable efforts to take or cause to be taken all actiontheir respective Subsidiaries, to do or cause to be done and to assist and cooperate with the other party hereto in doing all things necessaryas applicable, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: (i) promptly make all filings and seek to obtain all Authorizations (including, without limitation, all filings required under the satisfaction of the conditions precedent HSR Act) required under all applicable Laws with respect to the obligations of any of Merger and the parties heretoother 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 except as set forth in the obtaining Company Disclosure Statement) which would impair the ability of applicable consents, waivers or approvals of any third partiesthe parties to consummate the Merger; and (iii) the defending of any Actionsuse their commercially reasonable efforts to promptly (x) take, whether judicial or administrativecause to be taken, challenging this Agreement or the performance of the obligations hereunder; all other actions and (ivy) do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the execution conditions set forth in Articles VII and delivery of such instruments, VIII (unless waived) and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, Buyer or any of their respective Affiliates shall be obligated to consummate and make any payments or otherwise pay any consideration to any third party to obtain any applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of effective the transactions contemplated by this Agreement on the terms and conditions set forth herein (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation); provided, however, that no loan agreement or contract for borrowed money shall be repaid except as currently required by its terms, in whole or in part, and, subject to Section 6.1, no contract shall be amended to increase the amount payable thereunder or otherwise to be more burdensome to the Company or any of its Subsidiaries in order to obtain any such consent, approval or authorization without first obtaining the written approval of Parent and Merger Sub. Each party shall promptly notify the other party of any communication to that party from any Governmental Authority in connection with any required filing with, or approval or review by, such Governmental Authority in connection with the Merger and the Support Services Agreement. If other transactions contemplated hereby and permit the other party to review in advance any party or Affiliate thereof receives a request for additional information or documentary material from proposed communication to any Governmental Authority in such Governmental Entity with respect connection to the transactions contemplated extent permitted by this Agreement, then such party shall use its commercially reasonable efforts to make, or cause to be made, as soon as practicable and after consultation with the other party, an appropriate response in compliance with such requestapplicable law.

Commercially Reasonable Efforts. (a) Upon For the terms and subject to the conditions herein providedpurposes of Pre-closing, except as otherwise provided in this Agreement, and without limiting the obligations of the parties under Section 4.6, each of the parties hereto agrees to (i) Seller shall use its commercially reasonable efforts to take or cause the conditions set forth in Section 6.01 and Section 6.02 required to be taken all actionsatisfied, but subject to do or cause any waiver thereof, at Pre-closing to be done and to assist and cooperate satisfied on a timely basis and, consistent with the other party hereto in doing all things necessaryusing such commercially reasonable efforts, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner if reasonably practicable, cause such conditions to be satisfied on or before June 16, 2017; and (ii) Purchaser shall use commercially reasonable efforts to cause the transactions contemplated hereby, includingconditions set forth in Section 6.01 and Section 6.03 required to be satisfied, but not limited to: subject to any waiver thereof, at Pre-closing to be satisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied on or before June 16, 2017. For the purposes of Closing, (i) the satisfaction of Seller shall use commercially reasonable efforts to cause the conditions precedent set forth in Section 6.01 and Section 6.02 to be satisfied, but subject to any waiver thereof, at Closing to be satisfied on a timely basis and, consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied on or before the obligations of any of date which falls three (3) months after the parties heretoPre-closing Date; and (ii) Purchaser shall use commercially reasonable efforts to cause the obtaining of applicable consentsconditions set forth in Section 6.01 and Section 6.03 to be satisfied, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, Buyer or any of their respective Affiliates shall be obligated to make any payments or otherwise pay any consideration but subject to any third party waiver thereof, at Closing to obtain any applicable consentbe satisfied on a timely basis and, waiver consistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied on or approvalbefore the date which falls three (3) months after the Pre-closing Date. (b) Each party hereto As promptly as practicable after the execution of this Agreement, each Party to this Agreement (i) shall promptly inform the others of any communication from any Governmental Entity regarding any of make all filings and give all notices reasonably required to be made and given by such Party in connection with the transactions contemplated by this Agreement and the Support Services Agreement. If (ii) shall use all commercially reasonable efforts to obtain all Consents required to be obtained (pursuant to any party applicable Law or Affiliate thereof receives a request for additional information Contract, or documentary material from any otherwise) by such Governmental Entity Party in connection with respect to the transactions contemplated by this Agreement. Each Party shall, then upon request of another Party and to the extent permitted by applicable Law or applicable Contracts, promptly deliver to such other party shall use its a copy of each such filing made, each such notice given and each such Consent obtained by it. (c) The Parties understand and agree that the commercially reasonable efforts of any party hereto shall not be deemed to makeinclude entering into any settlement, undertaking, consent decree, stipulation or cause to be made, as soon as practicable and after consultation agreement with any Governmental Authority in connection with the other partytransactions contemplated hereby. Notwithstanding anything herein to the contrary, an appropriate response in compliance with such requestPurchaser shall not be required to contest or defend any objections or oppositions raised by any Governmental Authority relating to the matters contemplated by this Section 5.05, although it may, at its sole discretion, elect to do so.

Commercially Reasonable Efforts. (a) Upon On the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, and without limiting the obligations of the parties under Section 4.6, 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 hereto in doing all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement and the Support Services Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement, then such party shall use its commercially reasonable efforts to makecause the Closing to occur, including taking all commercially reasonable actions necessary to comply promptly with all legal requirements that may be imposed on it or any of its affiliates with respect to the Closing. Without limiting the foregoing or the provisions set forth in Section 6.03(b), each party shall use its commercially reasonable efforts to cause the Closing to be madeoccur on or prior to March 31, 2001. (b) If required by law, each of the Company and Parent shall as promptly as practicable, but in no event later than five business days following the execution and delivery of this Agreement or as soon thereafter as practicable the Company and after consultation Parent become aware such filings are required, file with the other party, an appropriate response United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") any notification and report form required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. Each of Parent and the Company shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act. The Company and Parent shall keep each other appraised of the status of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and, subject to Section 8.01(e), shall comply promptly with any such inquiry or request. Subject to Section 8.01(e), each of the Company and Parent shall use its commercially reasonable efforts to obtain any clearance required under the HSR Act for the consummation of the transactions contemplated by this Agreement. For purposes of this Section 6.03, the "commercially reasonable efforts" of Parent shall not require Parent to agree to any prohibition, limitation or other requirement of the type set forth in Section 7.02(c).

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, and without limiting the obligations of the parties under Section 4.6, each of the parties hereto agrees to Party will use its commercially reasonable commercial 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 hereto in doing done, all things necessary, proper or advisable under this Agreement and applicable Laws and regulations Law to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, Transaction and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement as promptly as reasonably practicable after the date hereof, including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, filings and other documents and to obtain as promptly as practicable all required material Permits from any Governmental Authority and all other material consents, waivers, Orders, approvals, and clearances necessary or advisable to be obtained from any third party or any Governmental Authority in order to consummate the Support Services Transaction or any of the other transactions contemplated by this Agreement. If any party In furtherance and not in limitation of the foregoing, each Party agrees (i) to make or Affiliate thereof receives a request for additional information cause to be made all filings that are required or documentary material from any advisable by applicable Law of Bermuda or the United States or such Governmental Entity other Laws with respect to the transactions contemplated by this Agreement, with the objective of obtaining the Requisite Insurance Regulatory Approvals and the Required Contract and Other Permit Consents, and (ii) to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to such Laws and to use its commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods under such Laws as soon as practicable. (b) Each of Parent and the Company shall, in connection with the efforts referenced in Section 6.04(a), use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other of the status of any of the matters contemplated by this Section 6.04, including providing the other with a copy of any written communication (or a summary of any material oral communications) received by any Party from, or given by such Party to, any Governmental Authority and of any written communication (or summary of any material oral communications) received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement, and (iii) to the extent practicable, consult with each other in advance of any meeting or conference with any such Governmental Authority or, in connection with any proceeding by a private party, with any such other Person. (c) Notwithstanding the foregoing or any other provision of this Agreement, as promptly as reasonably practicable following the execution of this Agreement (and, in no event later than fifteen (15) Business Days after the date hereof), Parent shall make all Form A and other filings required by Insurance Regulators in the United States and in Bermuda (the “Form A Filings”) following the execution of this Agreement (which filings shall be made in any event within fifteen (15) Business Days after the date hereof). Parent and the Company shall supply promptly any additional information and documentary material that may be requested by such Insurance Regulators in connection therewith and otherwise fully and promptly cooperate in seeking and obtaining the approvals contemplated thereby, provided that Parent shall in no event be required to agree to (i) any commitment to contribute additional capital to any Company Insurance Subsidiary, or (ii) any restriction, term, condition or requirement that negatively impacts the ability of a Company Insurance Subsidiary to transact business in the ordinary course as presently conducted (other than the imposition of any restriction, term, condition or requirement that limits or affects the ability of Twin Bridges to issue General Insurance Contracts). (d) In furtherance and not in limitation of the covenants of the Parties contained in this Section 6.04, if (i) any objections are asserted with respect to the transactions contemplated by this Agreement under any Law or Order, (ii) any administrative or judicial Action is instituted (or threatened to be instituted) by any Governmental Authority or private party challenging the Transaction or any of the other transactions contemplated by this Agreement as violative of any Law or Order or which would otherwise prevent, delay or impede the consummation, or otherwise materially reduce the contemplated benefits, of the Transaction or any of the other transactions contemplated by this Agreement, or (iii) any Law is enacted, entered, promulgated or enforced, or any Order is issued, by a Governmental Authority that would make the Transaction or any of the other transactions contemplated by this Agreement illegal or would otherwise prevent, delay or impede the consummation, or otherwise materially reduce the contemplated benefits, of the Transaction or any of the other transactions contemplated by this Agreement, then such party each of the Company and Parent shall use its commercially reasonable efforts to makeresolve any such objections or Actions so as to permit the consummation of the transactions contemplated by this Agreement, including selling, holding separate or otherwise disposing of or conducting its or its Subsidiaries’ business or assets in a specified manner, or cause agreeing to sell, hold separate or otherwise dispose of or conduct its or its Subsidiaries’ business or assets in a specified manner, which would resolve such objections or Actions or eliminate such illegality, provided that, in the case of any Requisite Insurance Regulatory Approval, Parent shall in no event be required to agree to (i) any commitment to contribute additional capital to any Company Insurance Subsidiary, or (ii) any restriction, term, condition or requirement that negatively impacts the ability of a Company Insurance Subsidiary to transact business in the ordinary course as presently conducted (other than the imposition of any restriction, term, condition or requirement that limits or affects the ability of Twin Bridges to issue General Insurance Contracts). (e) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.04 shall limit a Party’s right to terminate this Agreement pursuant to Section 8.02(a) or 8.02(b) so long as such Party has otherwise complied with its obligations under this Section 6.04 prior to such termination. (f) Each of the Company and Parent shall, if any “moratorium,” “control share,” “fair price” or other anti-takeover Law becomes applicable to this Agreement, the Transaction, or any other transactions contemplated by this Agreement, use its commercially reasonable efforts to take such actions so that such Law will cease to be made, as soon as practicable applicable to this Agreement or any of the transactions contemplated by this Agreement or ensure that the Transaction and after consultation with the other partytransactions contemplated by this Agreement may be consummated as promptly as reasonably practicable on the terms contemplated hereby and otherwise to minimize the effect of such Law on this Agreement, an appropriate response in compliance with such requestthe Transaction and the other transactions contemplated by this Agreement.

Commercially Reasonable Efforts. (a) Upon Except as set forth in Section 5.4(b) and the terms and subject to the conditions herein provided, except as otherwise provided in this Agreementset forth herein, and without limiting the obligations of the parties under Section 4.6to applicable legal requirements, each of the parties hereto agrees to Purchaser and Seller shall cooperate and use its their commercially reasonable efforts to execute and deliver such additional documents, instruments and conveyances, to take or cause to be taken taken, all appropriate action, and to do do, or cause to be done done, and to assist and cooperate with the other party hereto parties in doing doing, all things necessary, proper or advisable under applicable Laws and regulations advisable, in order to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: (i) including the satisfaction of the respective conditions precedent set forth in Article VI. Further, Purchaser and Seller shall, and shall cause their respective applicable Affiliates to, negotiate in good faith and use their respective commercially reasonable efforts to finalize the New Supply Agreement so that the New Supply Agreement may be executed no later than December 10, 2013 and become effective on the Closing Date, subject to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approvalClosing occurring. (b) Each party hereto Seller shall, and shall cause the Company to, use their respective reasonable best efforts to obtain, as soon as practicable, the Key Customer Assurances. Purchaser shall use its reasonable best efforts to cooperate with Seller in connection with obtaining the Key Customer Assurances. Purchaser and Seller shall consult and cooperate with each other, shall work together in good faith and shall promptly inform the others other party of any material communication from any Governmental Entity regarding any of the transactions contemplated received by this Agreement and the Support Services Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement, then such party in order to fulfill the provisions of this Section 5.4(b); provided, that Seller shall use control the manner and timing of its commercially reasonable efforts requests to make, or cause to be made, as soon as practicable and after consultation obtain the Key Customer Assurances. Neither Seller nor Purchaser shall participate in any meeting in connection with the Key Customer Assurances unless such party first consults with the other party, an appropriate response party in compliance with advance and gives such requestother party the opportunity to be present at such meeting.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, and without limiting the obligations of the parties under Section 4.6, each of the parties hereto agrees to this Agreement 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 hereto in doing done, all things necessary, proper proper, or advisable under applicable Laws and regulations law, so as to consummate and make effectiveenable such party to consummate, in the most expeditious manner as soon as practicable, the transactions contemplated hereby, including, but not limited to: including (i) obtaining all consents, approvals, authorizations, permits, or orders from any Governmental Entity (as hereinafter defined) or other person that are required for the satisfaction consummation of the conditions precedent to the obligations of any of the parties heretotransactions contemplated hereby; (ii) making all necessary filings, and thereafter making any other required submissions, with respect to this Agreement and the obtaining transactions contemplated hereby under any applicable laws; provided, that the parties hereto shall cooperate with each other in connection with the preparation and making of all such filings, including, if requested and subject to applicable consentslaws regarding the exchange of information, waivers or approvals by providing copies of any third partiesall such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable changes suggested in connection therewith provided that the reviewing party agrees to act reasonably and as promptly as practicable; (iii) the defending of taking any Actions, whether judicial or administrative, challenging this Agreement or the performance and all actions reasonably necessary to satisfy all of the conditions to such party’s obligations hereunderhereunder as set forth in Section 5; and (iv) executing and delivering all agreements and documents required by the execution terms hereof to be executed and delivery of delivered by such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, Buyer on 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement and the Support Services Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect prior to the transactions contemplated by this Agreement, then such party shall use its commercially reasonable efforts to make, or cause to be made, as soon as practicable and after consultation with the other party, an appropriate response in compliance with such request.Effective Time. The term “

Commercially Reasonable Efforts. (a) Upon Subject to 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 hereto in doing all things necessary, proper or advisable under applicable Laws and regulations Commercially Reasonable Efforts to consummate and make effective, in the most expeditious manner as soon as reasonably practicable, the transactions contemplated hereby, including the satisfaction of all conditions thereto set forth herein. Such actions shall include, without limitation, exerting their Commercially Reasonable Efforts to obtain the consents, authorizations and approvals of all private parties and any Governmental Authority whose consent is reasonably necessary to effectuate the transactions contemplated hereby, and effecting all other necessary registrations and filings, including, without limitation, filings under applicable laws, including the HSR Act and all other necessary filings with the CPUC, FERC (including applications to transfer the Facilities Switchyard), IRS, NRC and any other Governmental Authority. All appearances, presentations, briefs, and proposals made or submitted by or on behalf of either Party before any regulatory authority in connection with the approval of the transactions shall be subject to the joint approval or disapproval in advance and the joint control of Purchaser and Seller, acting with the advice of their respective counsel, it being the intent that the Parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such appearance, presentation, brief, and proposal; provided that in the event of a disagreement concerning any such appearance, presentation, brief, or proposal before the CPUC, the determinations of Seller shall be controlling; and provided further that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor, and provided further that Seller, but not limited to: the Purchaser without the advance approval of Seller (i) unless requested by the satisfaction CPUC), may engage in private meetings or in camera proceedings with members and/or representatives of the conditions precedent CPUC if it reasonably apprises Purchaser of the nature of such meetings or proceedings. Each Party will provide the other with copies of all written communications from Governmental Authorities relating to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers approval or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any disapproval of the transactions contemplated by this Agreement the Agreement, the Ancillary Agreements, and the Support Services Collateral Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement, then such party shall use its commercially reasonable efforts to make, or cause to be made, as soon as practicable and after consultation with the other party, an appropriate response in compliance with such request.

Commercially Reasonable Efforts. (a) Upon On the terms and subject to the conditions herein provided, except as otherwise provided set forth in this Agreement, and without limiting the obligations of the parties under Section 4.6, each of the parties hereto agrees to Buyer, Seller and Selling Subsidiary shall use its commercially reasonable efforts to take promptly, or cause to be taken promptly, all actionactions, and to do promptly, or cause to be done and to assist and cooperate with the other party hereto in doing promptly, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, Transactions and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement and the Support Services Agreement. If other Transaction Agreements, including using commercially reasonable efforts to (a) cause the conditions precedent set forth in Section 3.3 to be satisfied as soon as practicable after the date hereof, (b) obtain all necessary or appropriate consents, waivers and approvals under any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity Transferred Contracts in connection with respect to this Agreement and the consummation of the Transactions and the other transactions contemplated by this Agreement, then such party shall use its commercially reasonable efforts to make, or cause to be made, as soon as practicable Agreement and after consultation with the other partyTransaction Agreements so as to maintain and preserve the benefits under such Transferred Contracts following the consummation of the Transactions and the other transactions contemplated by this Agreement and the other Transaction Agreements; (c) obtain all necessary actions or non-actions, an appropriate response in compliance waivers, consents, approvals, Orders and authorizations from Governmental Authorities, the expiration or termination of any applicable waiting periods, making all necessary registrations, declarations and filings (including registrations, declarations and filings with such requestGovernmental Authorities, if any); and (d) prepare, execute and deliver any additional certificates and other instruments that are necessary to consummate the Transactions and to fully carry out the purpose and intent of this Agreement and the other Transaction Agreements.

Commercially Reasonable Efforts. (a) Upon ▇▇▇▇▇▇’▇ 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 without limiting the obligations of the parties under Section 4.6, will reasonably consult and cooperate with each of the parties hereto agrees to other with respect thereto. ▇▇▇▇▇▇’▇ and Sellers will use its their commercially reasonable efforts to make such filings by October 12, 2006. ▇▇▇▇▇▇’▇ 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 hereto 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 regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of effective the transactions contemplated by this Agreement on the terms and the Support Services Agreementconditions set forth herein (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation). If Sellers shall promptly notify Purchaser of any communication to that party or Affiliate thereof receives a request for additional information or documentary material from any Governmental Authority in connection with any required filing with, or approval or review by, such Governmental Entity Authority in connection with respect to this Agreement and the transactions contemplated hereby and permit Purchaser to review in advance any proposed communication to any Governmental Authority in such connection to the extent permitted by Applicable Law. (b) ▇▇▇▇▇▇’▇ and Sellers shall reasonably cooperate with, and direct their officers, employees, and accountants necessary to assist in the consummation of the financing associated with this AgreementAgreement to reasonably cooperate with, then Purchaser, its financing sources and their respective representatives in connection with such party financing. Following Closing, Purchaser shall have the right to request ▇▇▇▇▇▇’▇ auditors to conduct an audit of the Business’ financials for a period of up to three years. If requested by Purchaser, ▇▇▇▇▇▇’▇ shall provide or cause to be provided to Purchaser any financial information and other information as reasonably requested in connection with are registered initial public offering or other capital market transaction. Sellers and ▇▇▇▇▇▇’▇ agree to reasonably cooperate in the conduct of such audit and use its commercially reasonable efforts to makecause ▇▇▇▇▇▇’▇ auditors to take such actions as Purchaser may reasonably request in connection with the audit. ▇▇▇▇▇▇’▇ shall request the auditors to complete such audit in a timely fashion, or and ▇▇▇▇▇▇’▇ shall use commercially reasonable efforts to cause such audit to be made, as soon as practicable completed within such time. All costs and after consultation with the other party, an appropriate response in compliance expenses associated with such requestaudit, including but not limited to audit fees charged by ▇▇▇▇▇▇’▇ auditors, shall be Purchaser’s sole responsibility. (c) ▇▇▇▇▇▇’▇ and each Seller shall reasonably cooperate at Purchaser’s expense with Purchaser’s efforts in obtaining any title policies and surveys reasonably required by Purchaser’s lenders, including reasonable efforts to remove from title any Liens, except Permitted Liens, and Sellers shall provide Purchaser’s title company (the “Title Company”) with any reasonable and customary affidavit requested by the Title Company to issue such title policies; provided, however, that the foregoing shall not require Sellers or ▇▇▇▇▇▇’▇ to incur any costs nor shall the foregoing delay Closing nor be considered a condition precedent to Closing.

Commercially Reasonable Efforts. (a) Upon Without in any way limiting any other respective obligation of the terms and subject to the conditions herein provided, except as otherwise provided Company or any Investor in this Agreement, the Company shall use (and without limiting the obligations of the parties under Section 4.6shall cause its Subsidiaries to use), and each of the parties hereto agrees to use its Investor shall use, commercially reasonable efforts to take or cause to be taken all actionactions, to and do or cause to be done and to assist and cooperate with the other party hereto in doing all things things, reasonably necessary, proper or advisable under applicable Laws and regulations in order to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of effective the transactions contemplated by this Agreement and the Support Services Agreement. If Rights Offering Sub-Plan, including using commercially reasonable efforts in: (i) timely preparing and filing all documentation reasonably necessary to effect all necessary notices, reports and other filings of such party and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party or Affiliate thereof receives a request for additional information Governmental Entity; and (ii) defending any Legal Proceedings challenging this Agreement, the Rights Offering Sub-Plan or documentary material from any such Transaction Agreement or the consummation of the transactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed. (b) Subject to applicable Laws relating to the exchange of information, the Investors and the Company shall have the right to review in advance, and to the extent practicable each will consult with respect the other on all of the information relating to Investors or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this AgreementAgreement or the Rights Offering Sub- Plan. In exercising the foregoing rights, then such party each of the Company and the Investors shall use its commercially reasonable efforts act reasonably and as promptly as practicable. (c) Nothing contained herein this Section 7.14 shall limit the ability of any Investor to makeconsult with the Debtors, to appear and be heard, or cause to be madefile objections, concerning any matter arising in the Proceedings, so long as soon as practicable such consultation, appearance or objection is not inconsistent with (i) such Investor’s obligations hereunder or (ii) the terms of the Rights Offering Sub-Plan and after consultation with the other party, an appropriate response transactions contemplated by and in compliance accordance with such requestthis Agreement and the Rights Offering Sub-Plan.

Commercially Reasonable Efforts. (a) Upon 6.2.1. During the terms and Interim Period, subject to the conditions herein provided, except as otherwise provided in other provisions of this Agreement, and without limiting the obligations of the parties under Section 4.6, each of the parties hereto agrees to Seller and the Buyer shall, and shall cause each of their Controlled Affiliates to, use its commercially reasonable efforts to take promptly, or cause to be taken promptly, all actionreasonable actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other party hereto Parties in doing doing, all things reasonably necessary, proper or advisable on its part under applicable Laws and regulations this Agreement to consummate and make effectiveeffective the Transactions. Such actions include preparing and filing all documentation to effect all notices, in reports, and other filings and obtaining all Consents, Permits, and Orders necessary to be obtained from any third-party (including any Governmental Authority), and all actions the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement Seller or the performance of the obligations hereunder; and (iv) the execution and delivery of such instrumentsBuyer consider reasonably necessary or desirable, and the taking of such other actions as the other party hereto may reasonably require in order to carry out consummate the intent of this AgreementTransactions (including to satisfy any Legal Requirements in connection with the Transactions). Notwithstanding the foregoing, except as necessary to comply with Section 4.6otherwise set forth in this Agreement, none of in no event shall the Buyer, the Seller, the Company, Buyer any Business Group Company or any of their respective Affiliates shall be obligated required to make pay, or agree to pay, any payments fee, penalty or otherwise pay any consideration other consideration, in each case which is material in amount, to any third party Person for any such Consent, Permit, or Order. 6.2.2. Without limiting the generality of Section 6.2.1, the Seller and the Buyer agree to obtain (i) make or cause to be made an appropriate filing required under any applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement and the Support Services Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity Legal Requirements with respect to the transactions contemplated hereby as soon as practicable, and the Buyer, on the one hand, and the Seller, on the other hand, shall each bear its own costs and expenses incurred in connection with such filings, and (ii) use its reasonable best efforts to respond at the earliest practicable date to any requests for additional information made by any Governmental Authority. Neither the Seller nor the Buyer will directly or indirectly extend any waiting period under any Competition and FDI Laws or enter into any Contract with a Governmental Authority to delay or not to consummate the transactions contemplated hereby except with the prior written consent of the other party. Nothing in this Agreement, then such party including Section 6.2.1, shall use require the Buyer or any of its commercially reasonable efforts to makeAffiliates (disregarding, for the purposes of this Section 6.2.2, clause (b) of the second sentence of the definition of Affiliate) to: (a) proffer to, agree to, or cause sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate, before or after the Closing, any assets of the Buyer, the Target Group or any of their respective Affiliates (or consent thereto); (b) proffer to, agree to be madeor implement any material changes in (including through a licensing arrangement), as soon as practicable or any restrictions on or other impairment of, the Buyer’s ability to use, own, operate or take any other actions with respect to any assets of the Buyer, the Target Group or any of their respective Affiliates or the Buyer’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the Capital Stock of the Target Group and after consultation with equity and debt securities held directly or indirectly by the other partyTarget Group; or (c) take any action to overturn, an appropriate response in compliance with such requestdefend against or oppose any action by any Governmental Authority to prohibit the Transactions or prevent consummation of the Transactions prior to the End Date.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, the Principal Stockholders and without limiting the obligations of the parties under Section 4.6Company shall use Commercially Reasonable Efforts to take, each of the parties hereto agrees to use its commercially reasonable efforts to 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 hereto in doing done, all things necessary, proper or advisable under applicable Laws and regulations Law to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of satisfy the conditions precedent set forth in Section 8.01 and Section 8.02 and Sunrise shall use Commercially Reasonable Efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to satisfy the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; conditions set forth in Section 8.01 and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval8.03. (b) Each party hereto shall of Sunrise, the KRG Stockholders and the Company will, in connection with the efforts referred to in Section 7.01 to obtain all requisite material approvals and authorizations for the Merger and the other Contemplated Transactions under any Antitrust Law, use its Commercially Reasonable Efforts to (i) cooperate in all respects with each other in connection with any filing or submission in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the others other parties of any material communication from received by such party from, or given by such party to, the Antitrust Division of the U.S. Department of Justice (the “DOJ”), the U.S. Federal Trade Commission (the “FTC”) or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Contemplated Transactions, and (iii) subject to applicable Law, consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the Antitrust Laws, and provide to the KRG Stockholders’ or Sunrise’s outside counsel, as appropriate, all information and documents reasonably requested by such counsel promptly upon request, subject to any reasonable restrictions. The parties hereto may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.05 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. Notwithstanding anything in this Agreement to the contrary, neither Sunrise nor any Affiliates of Sunrise shall be under any obligation to make proposals, execute or carry out agreements, submit to Orders or make any other commitments (A) providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Sunrise or any of Sunrise’s Affiliates, including the Surviving Corporation, or any Acquired Company, (B) to litigate, pursue or defend any action or proceeding challenging any of the transactions contemplated by this Agreement and hereby as violative of any Antitrust Laws, (C) seeking to impose any material limitation on the Support Services Agreement. If ability of Sunrise or any party Affiliates of Sunrise, including the Surviving Corporation, to conduct their businesses or Affiliate thereof receives a request for additional information to own their assets or documentary material from any such Governmental Entity with respect to acquire, hold or exercise full rights of ownership of the transactions contemplated by this Agreement, then such party shall use its commercially reasonable efforts to makeAcquired Companies, or cause (D) to be madetake any other action that could, as soon as practicable and after consultation with individually or in the other partyaggregate, an appropriate response in compliance with such requestmaterially adversely affect Sunrise or any Affiliates of Sunrise, including the Surviving Corporation.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, Buyer, Parent and without limiting the obligations of the parties under Section 4.6, each of the parties hereto agrees to Company will use its all commercially reasonable efforts to take take, or cause to be taken taken, all actionnecessary or appropriate actions and to do, to do or cause to be done done, all things necessary or appropriate to satisfy the conditions to closing set forth in Article 8 hereof and to consummate the Transactions on the terms and conditions set forth in this Agreement including, without limitation, to use commercially reasonable efforts to cooperate with the Company in pursuing the sale of the Senior Subordinated Notes, obtaining funding under the Facilities, obtaining the Required Consent and any other consents necessary to be obtained prior to and after the Closing Date. Parent shall assist Buyer and the Company and cooperate with Buyer and the Company, the Bank and the other party hereto in doing all things necessary, proper or advisable lenders under applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require Facilities in order for Buyer to carry out establish its contemplated debt financing arrangements and obtain the intent Required Amount thereunder. In furtherance and not in limitation of this Agreement. Notwithstanding the foregoing, except Buyer agrees to make, if required, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable and in any event within 15 Business Days of the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to comply with Section 4.6, none cause the expiration or termination of Seller, the Company, 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 applicable consent, waiver or approvalwaiting periods under the HSR Act as soon as practicable. (b) Each party hereto In connection with the efforts referenced in Section 7.01(a) to obtain all requisite approvals and authorizations for the Transactions under any other Antitrust Law, each of Buyer, Parent and the Company shall promptly inform use all commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) keep the others other parties informed in all material respects of any material communication from received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other Governmental Entity Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated Transactions, and (iii) permit the other parties to review any material communication given by this Agreement it to, and consult with each other in advance of any meeting or conference with, the Support Services Agreement. If any party FTC, the DOJ or Affiliate thereof receives a request for additional information or documentary material from any such other Governmental Entity Authority or, in connection with respect to the transactions contemplated any proceeding by this Agreement, then such party shall use its commercially reasonable efforts to make, or cause to be made, as soon as practicable and after consultation with the other a private party, an appropriate response in compliance with such requestany other Person.

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 Each of the parties hereto agrees to use its respective commercially reasonable efforts efforts, and to take cooperate with each other party hereto, to 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 hereto in doing done, all things necessary, proper appropriate or advisable under applicable Laws and regulations desirable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including, but not limited to: (i) including the satisfaction of the respective conditions precedent set forth in Article VII, and including to execute and deliver such other instruments and do and perform such other acts and things as may be necessary or reasonably desirable for effecting completely the obligations of any consummation of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, Merger and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of transactions contemplated by this Agreement. Notwithstanding Neither the foregoingCompany nor Parent shall take, except as necessary cause or permit to comply with Section 4.6be taken, none any action which such party reasonably expects, or should reasonably expect, to delay or prevent consummation of Seller, the Company, 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 applicable consent, waiver or approvaltransactions contemplated herein. (b) Each party of the parties hereto (except the Stockholder Representative) agrees to use its reasonable best efforts to promptly make all filings and notifications and other submissions with respect to this Agreement and the transactions contemplated hereby under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “HSR Act”) and any other applicable Antitrust Law and, in any event, shall each file the Notification and Report Form under the HSR Act no more than ten (10) days after the Agreement Date. The parties agree to request at the time of filing early termination of the applicable waiting period under the HSR Act. To the extent permitted by applicable Law, each of the Company and Parent shall promptly inform the others other of any material communication from between the Company or Parent (as applicable) and any Governmental Entity regarding any of the transactions contemplated by this Agreement (and if in writing, furnish the Support Services Agreementother party with a copy of such communication). If the Company or Parent or any party affiliate thereof shall receive any formal or Affiliate thereof receives a informal request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement, then such party the Company or Parent (as applicable) shall use its commercially reasonable efforts to make, or cause to be made, respond as soon as reasonably practicable to such request. Without limiting the generality or effect of Section 6.9(a), to the extent permitted by applicable Law and after consultation with except as may be prohibited by any Governmental Entity, the Company and Parent shall (i) permit the other partyto review and discuss in advance, an appropriate response and consider in compliance good faith the view of the other in connection with, any proposed written or oral communication with any Governmental Entity relating to the transaction contemplated by this Agreement; (ii) not participate in any substantive meeting or telephone or video conference, or have any substantive communication, with any Governmental Entity unless it has given the other party a reasonable opportunity to consult with it in advance and, to the extent not prohibited by such request.Governmental {N4442029.10} 255288355 v23

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to conditions of this Agreement and applicable Law, the conditions herein providedSellers, except as otherwise provided in this Agreement, Sellers' Representative and without limiting the obligations of the parties under Section 4.6, each of the parties hereto agrees to Purchaser shall use its commercially their reasonable best 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 hereto in doing done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable, effective the transactions contemplated herebyby this Agreement as soon as practicable. Without limiting the foregoing, the parties shall use their commercially reasonable efforts to (to the extent not already obtained or completed) (i) obtain all Consents, Permits, Orders or other permissions or actions by, and give all necessary notices to, and make all Filings with and applications and submissions to, any Governmental Entity or other Person, including, but not limited to: (i) without limitation, under the satisfaction of HSR Act, necessary in connection with the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; and (ii) provide all such information concerning such party as may be necessary or reasonably requested in connection with any of the Support Services foregoing. (b) The Sellers, Sellers' Representative and Purchaser shall keep the other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby and shall reasonably cooperate in connection with obtaining all required Consents of any Governmental Entity. In that regard, each party shall without limitation and in each case, subject to applicable Law: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other orally of) any communications from or with any Governmental Entity with respect to the Acquisition or any of the other transactions contemplated by this Agreement. If , (ii) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any party proposed written (or Affiliate thereof receives a request for additional information any material proposed oral) communication with any such Governmental Entity, (iii) not participate in any meeting, teleconference or documentary material from videoconference with any such Governmental Entity unless it first consults with the other and to the extent permitted by such Governmental Entity gives the other the opportunity to attend and participate thereat, (iv) furnish the other with copies of all correspondence, filings and communications between it and any such Governmental Entity with respect to this Agreement or the transactions contemplated Acquisition and (v) furnish the other with such necessary information and reasonable assistance as the Sellers or Purchaser may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity. The Sellers' Representative and Purchaser, as each deems advisable and necessary, may reasonably designate any competitively sensitive material provided to the other under this Section 6.3(b) as "counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by this Agreementsuch outside counsel to employees, then such party shall use its commercially reasonable efforts to makeofficers, or cause to be madedirectors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Sellers, as soon as practicable and after consultation with the other party, an appropriate response in compliance with such requestcase may be) or its legal counsel.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to conditions of this Agreement and applicable Law, the conditions herein provided, except as otherwise provided in this Agreement, Company and without limiting the obligations of the parties under Section 4.6, each of the parties hereto agrees to Buyers will use its their 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 hereto in doing done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effectiveeffective the Transaction as soon as practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such other party’s obligation to consummate such transactions specified in ARTICLE 6 to be fully satisfied including without limitation (i) make all filings required by Law to be made by them in connection with the Transaction Documents or the consummation of the Transaction, and (ii) use their commercially reasonable efforts to obtain all Consents and orders of all Persons required to be obtained in connection with the execution, delivery and performance of the Transaction Documents and the consummation of the Transaction;. (b) From time to time, as and when requested by any party to this Agreement, the other parties will execute and deliver, or cause to be executed and delivered, all such documents and instruments and will take, or cause to be taken, all such reasonable actions, as such other party may reasonably deem necessary or desirable to consummate the Transaction. (c) Company will use its best efforts to fully identify to the Buyer and list in writing prior to the Closing which Company or Company Subsidiary is the owner of each item of Transferred Intellectual Property, and which item of Transferred Intellectual Property is related to ink manufactured in Israel and which item of Transferred Intellectual Property is related to ink manufactured in South Africa. (d) Notwithstanding anything to the contrary contained in this Agreement, to the extent the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to the Buyers of any Acquired Asset is prohibited by any applicable Law or would require any Governmental Authority or third-party authorizations, approvals, consents, or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing Date, and the obtaining thereof is not a condition to the Closing, then following the Closing, and without limiting the provisions set forth in ARTICLE 5, the Company shall be deemed to hold the respective Acquired Asset and all rights and privileges with respect thereto as a trustee for the sole benefit of the Buyers and shall manage such Acquired Asset solely in accordance with instructions of the Buyers, and the parties shall use their respective commercially reasonable efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers, including without limitation such Consents set forth in Schedule 5.3(d). Pending such authorization, approval, consent, or waiver, (i) the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to the Buyers the benefits of use of such Acquired Asset, and (ii) the Buyers shall bear all costs and expenses and Losses relating to the maintenance of such Acquired Asset. Once such authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of an Acquired Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, the Company shall promptly assign, transfer convey or deliver, or cause to be assigned, transferred, conveyed and delivered, such Acquired Asset to the Buyers for no additional consideration. To the extent that any such Acquired Asset cannot be transferred or the full benefits of use of any such Acquired Asset cannot be provided to the Buyers following the Closing, the Buyers and the Company shall enter into such arrangements for no additional consideration from the Buyers (including subleasing or subcontracting if permitted) to provide to the Buyers the operational equivalent of obtaining such authorization, approval, consent or waiver. Without limitation of the foregoing, in the most expeditious manner practicableevent that at the Closing the registration of any Transferred Intellectual Property in the name of the Buyers at the relevant Governmental Authority was not yet completed and perfected then without limitation of any other rights of the Buyers, to the extent necessary to grant to the Buyers full and unrestricted use of such Transferred Intellectual Property, the transactions contemplated herebyCompany hereby grants to the Buyers, includingeffective as of the Closing and subject to any Third Party Licenses, an irrevocable, perpetual, royalty free, fully paid, worldwide, unrestricted, exclusive license to make any use or exploitation with respect thereto, including without limitation the right to grant sublicenses. In the event that any Acquired Asset was not duly transferred or assigned to the Buyers or its Affiliates at the Closing, and notwithstanding, the Closing was completed, then the Company shall take any action after the Closing, as reasonably requested by Buyers, to allow Buyers to enforce any rights or privileges of the Company under or with respect to such Acquired Assets, including pursuit of legal proceedings, solely for the benefit of and at the expense of Buyers, and the Company shall fully cooperate with Buyers in order to allow Buyers to achieve the desired result in this regard. (e) To the extent possible and without additional cost to the Company, Company will add Buyer as beneficiaries to all insurance policiesof the Company related to the Acquired Assets or the Transferred Intellectual Property which stay in force and effect following the Closing Date (the “Business Insurance Policies”), provided the insurance company waives any right it might have against the Company for subrogation. In case Buyer is not added as a beneficiary to a Business Insurance Policy, Buyer shall be entitled to benefit from the rights of the Company under such Business Insurance Policies, and the Company shall take all commercially reasonable actions, at the reasonable direction of Buyer, in order to receive any amounts that are owed under any Business Insurance Policies related to Acquired Assets or the Transferred Intellectual Property. For avoidance of doubt, no Business Insurance Policy shall be required to be maintained after its currently scheduled expiration. All expenses incurred by the Company with respect to the foregoing, including reasonable fees for the time spent by the Company’s employees, shall be borne and paid by Buyer, except that if proceedings for collection of funds under the Business Insurance Policy relate also to funds that are due to the Company with respect to any Excluded Assets or Excluded Liabilities, than such expenses shall be borne by the Company and Buyer pro rata based on the amount of insurance proceeds actually paid to each party. (f) The Acquired Companies shall cooperate with Buyer in the review of regulatory matters affecting the Acquired Companies and, in particular, upon the reasonable request of Buyer, shall take such actions, implement such registrations, submit such permit applications and seek such approvals as may be required by Environmental Laws to ensure that the Acquired Companies and their products are in compliance with all Environmental Laws as of, and immediately after, the Closing in all countries in which those products are sold as of the Closing. The Company shall instruct the employee of the Company named in Schedule 5.3(f) to serve as the primary contact person during the period prior to the Closing for the Buyer on all matters related to compliance with Environmental Laws. (g) Effective at the Closing, the Company and the Additional Sellers hereby constitute and appoint Buyers the true and lawful attorneys (separately and jointly) of the Company and the Additional Sellers, with full power of substitution, in the name of the Company, the Additional Sellers or Buyers, but not limited toon behalf of and for the benefit of Buyers and at Buyers’ cost and expense: (i) to demand and receive from time to time any and all the satisfaction of the conditions precedent Acquired Assets and to make endorsements and give receipts and releases for and with respect to the obligations of same and any of the parties heretopart thereof; (ii) the obtaining of applicable consentsto institute, waivers prosecute and settle any and all actions or approvals proceedings that Buyers may deem proper in order to collect, assert or enforce any claim, right or title of any third partieskind in or to the Acquired Assets; (iii) the defending of to defend or settle any Actions, whether judicial or administrative, challenging this Agreement all actions or the performance proceedings with respect to any of the obligations hereunderAcquired Assets (other than actions or proceedings which the Company acknowledges and agrees in a written instrument signed by the Company and delivered to Buyers constitute Excluded Liabilities); and (iv) to do all such acts and things in relation to the execution and delivery of such instruments, matters set forth in the preceding clauses (i) through (iii) as Buyers shall deem necessary or desirable. The Company and the taking Additional Sellers hereby acknowledge that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by it in any manner or for any reason. The Company and the Additional Sellers shall deliver to Buyers at the Closing an acknowledged power of such other actions as attorney to the other party hereto may reasonably require in order to carry out foregoing effect executed by the intent of this AgreementCompany. Notwithstanding Without limiting the foregoing, except in the event that the Company or the Additional Sellers receive, at any time after the Closing, any payments related to the Business (including without limitation from any customer or under any Contract), the Company or the Additional Seller, as necessary the case may be, shall promptly transfer such payment to comply the Buyer (or any Buyer Affiliate designated by Buyer). In the event that Buyer or any of its Affiliates receive, at any time after the Closing, any payments related solely to an Excluded Asset and not to the Business, the Buyer or any such Buyer Affiliate, as the case may be, shall promptly transfer such payment to the Company. (h) In the event that during the period of 24 months following the Closing, any of the Buyers discover any Contract, Software, Copyright, Trademark or other item of Intellectual Property or other asset owned by the Company or an Additional Seller as of the Closing and used in conducting the Business prior to Closing (an “Additional Asset”), which is not included in the Acquired Assets or the Transferred Intellectual Property, then Buyers may request the Company or such Additional Seller in writing to license or transfer such Additional Asset, as applicable under this Section, to Buyers in accordance with Section 4.6the provisions hereunder, none as if such item had been identified as an Acquired Asset or Transferred Intellectual Property under this Agreement, for no additional consideration. As soon as practicable after receipt by the Company, or such Additional Seller, from the Buyers of Sellersuch request as aforesaid, the Company, Buyer or such Additional Seller, shall provide written confirmation (unless the Company, or such Additional Seller, in good faith believes that such Additional Asset should not be so treated) and, such item shall be deemed to have been transferred or licensed as described in this Section. If the Company or any of their respective Affiliates Additional Seller so discovers any such Additional Asset, it shall notify Buyers and, at Buyers’ written request, the Company or such Additional Seller shall be obligated deemed to make any payments have licensed or otherwise pay any consideration transferred such Additional Asset to any third party to obtain any applicable consent, waiver or approvalBuyers in accordance with the terms of this Section. (bi) Each party hereto shall promptly inform Without limiting the others of any communication foregoing, from any Governmental Entity regarding any of and after the transactions contemplated by this Agreement Closing Date, the Company and the Support Services Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement, then such party Additional Sellers shall (at its own expense) use its commercially reasonable efforts to makedo all things necessary, proper or advisable under applicable Laws, including signing and delivery any documents and instruments, as reasonably requested by the Buyers to put the Buyers in effective and registered possession, ownership and control of the Acquired Assets. No party nor any of its subsidiaries shall take any action that is intended to have the effect of, or cause is reasonably expected to have the effect of, delaying, impairing or impeding the receipt of any required approvals or the satisfaction of any condition in ARTICLE 6. (j) Without limiting the foregoing, from and after the Closing, the Buyer shall provide the Company with commercially reasonable assistance, cooperation, access to personnel and information (at the expense of the requesting party) as reasonably requested by the Company in order to comply with any applicable Law or to defend against any claim that constitutes an Excluded Liability. Any information obtained under this Section 5.3(j) will be kept confidential as contemplated by Section 5.6 hereof, except as may be otherwise necessary in connection with any filing with any Governmental Authority pursuant to applicable Law. (k) The Company shall use its best efforts, prior to the Closing, register any and all data bases required to be made, as soon as practicable and after consultation registered by it under applicable Law with the Israeli Registrar of Data Bases. (l) Anything contained in this Agreement to the contrary notwithstanding, none of the parties to this Agreement or their Affiliates will be required to commence litigation or divest or hold separate any business or assets or limit or restrict its rights or ability to engage in any business (other party, an appropriate response than pursuant to Section 5.5) in compliance connection with such requestthe consummation of the Transaction.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, and without limiting the obligations of the parties under Section 4.6, each of the parties hereto agrees to this Agreement 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 hereto in doing done, all things necessary, proper proper, or advisable under applicable Laws and regulations law, so as to consummate and make effectiveenable such party to consummate, in the most expeditious manner as soon as practicable, the transactions contemplated hereby, including, but not limited to: including (i) obtaining all consents, approvals, authorizations, permits, or orders from any Governmental Entity (as hereinafter defined) or other person that are required for the satisfaction consummation of the conditions precedent to the obligations of any of the parties heretotransactions contemplated hereby; (ii) making all necessary filings, and thereafter making any other required submissions, with respect to this Agreement and the obtaining transactions contemplated hereby under any applicable laws; provided, that the parties hereto shall cooperate with each other in connection with the preparation and making of all such filings, including, if requested and subject to applicable consentslaws regarding the exchange of information, waivers or approvals by providing copies of any third partiesall such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable changes suggested in connection therewith provided that the reviewing party agrees to act reasonably and as promptly as practicable; (iii) the defending of taking any Actions, whether judicial or administrative, challenging this Agreement or the performance and all actions reasonably necessary to satisfy all of the conditions to such party’s obligations hereunderhereunder as set forth in Section 5; and (iv) executing and delivering all agreements and documents required by the execution terms hereof to be executed and delivery of delivered by such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, Buyer on 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement and the Support Services Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect prior to the transactions contemplated by this AgreementEffective Time. The term “Governmental Entity” shall mean any domestic or foreign governmental, then such party shall use its commercially reasonable efforts to makeadministrative, judicial, or cause to be maderegulatory authority, as soon as practicable and after consultation with the agency, commission, body, court, or other partylegislative, an appropriate response in compliance with such requestexecutive, or judicial governmental entity.

Commercially Reasonable Efforts. (a) Upon From the terms and subject date of this Agreement to the conditions herein provided, except as otherwise provided in this Agreement, and without limiting the obligations of the parties under Section 4.6Closing, 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 done, and to assist and cooperate with the other party hereto Parties in doing doing, all things necessarythings, proper in each case necessary or advisable under applicable Laws to permit the consummation of the Merger and regulations to consummate and make effective, in the most expeditious manner practicable, the other transactions contemplated hereby, including, but not limited to: including (i) obtaining any consents, authorizations, approvals, permits, licenses, or governmental authorizations, estoppel certificates and filings under any applicable Law required to be obtained or made by either of them which may be necessary or appropriate to permit the satisfaction consummation of the Merger and the other transactions contemplated hereby, (ii) ensuring that its representations and warranties remain true and correct in all material respects through the Closing Date and (iii) ensuring that the conditions precedent to the obligations of the other Parties to consummate the Merger are satisfied. Without limiting the foregoing, in the event that (x) any claim, suit, action or proceeding of the type and having any of the parties hereto; effects described in Section 4.1(b) is pending or threatened or (iiy) the obtaining of applicable consentsany Legal Restraint that would reasonably be expected to result, waivers directly or approvals of any third parties; (iii) the defending of any Actionsindirectly, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement and the Support Services Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreementeffects described in Section 4.1(b) is in effect, then such party the Company or Buyer, as applicable, shall use its commercially reasonable efforts to makehave such claim, suit, action, proceeding or cause Legal Restraint vacated, reversed or made to be madeno longer in effect. The Parties recognize, however, that notwithstanding the use of commercially reasonable efforts as soon aforesaid, no assurance can be given as practicable and after consultation with to whether such commercially reasonable efforts will be successful in achieving the other partyresults sought pursuant to this Section 6.1. In addition, the Company shall not be required to direct payment of the Merger Consideration in cash, in the aggregate, to the Cash Payment Stockholders in an appropriate response in compliance with such requestamount greater than $250,000.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions herein provided, except as otherwise provided in of this Agreement, Agreement and without limiting the obligations of the parties under Section 4.6applicable Law, 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 hereto in doing done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of effective the transactions contemplated by this Agreement as soon as practicable, including such actions or things as any other Party hereto may reasonably request in order to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in Article VI to be fully satisfied. Without limiting the generality of the foregoing, the Parties shall (and the Support Services Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreementshall cause their respective directors, then such party shall officers and Subsidiaries, and use its their commercially reasonable efforts to makecause their respective Affiliates, employees, agents, attorneys, accountants and representatives) to consult and fully cooperate with and provide commercially reasonable assistance to each other in (i) obtaining all necessary consents or cause other permission or action by, and giving all necessary notices to and making all necessary filings, meetings or appearances with and applications and submissions to, any Governmental Authority or other Person, (ii) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 6.1(a) and (iii) in general, consummating and making effective the transactions contemplated hereby. 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 VI to be made, as soon as practicable and after consultation with the other party, an appropriate response in compliance with such requestsatisfied.

Commercially Reasonable Efforts. (a) Upon the terms The Companies 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 hereto agrees to Seller shall use its commercially reasonable efforts to take or cause the conditions set forth in Sections 3.01 and 3.02 to be taken all actionsatisfied on a timely basis, and Buyer shall use commercially reasonable efforts to do or cause the conditions set forth in Sections 3.01 and 3.03 to be done and to assist and cooperate with the other party hereto in doing all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approvalsatisfied on a timely basis. (b) Each party hereto shall As promptly inform as practicable after the others execution of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement, each Party to this Agreement (i) shall make all filings (if any) and the Support Services Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any give all notices (if any) reasonably required to be made and given by such Governmental Entity Party in connection with respect to the transactions contemplated by this Agreement, then such party (ii) shall use its all commercially reasonable efforts to makeobtain all consents (if any) required to be obtained from any Governmental Authority by such Party in connection with the transactions contemplated by this Agreement, (iii) give the other Parties prompt notice of the making or commencement of any Proceeding brought by a Governmental Authority or brought by a third party before any Governmental Authority, in each case, with respect to the transactions contemplated hereby, (iv) keep the other Parties reasonably informed as to the status of any such Proceeding and (v) promptly inform the other Parties of any communication to or from any Governmental Authority in connection with any such Proceeding. (c) Each Party understands and agrees that the commercially reasonable efforts, as set forth in this Section 4.03, are defined such that neither Buyer nor its Affiliates shall be required to, and the Companies and the Sellers shall not agree to (without the consent of Buyer, which may be withheld in Buyer’s sole and absolute discretion), negotiate, commit to or effect, by consent decree, order, hold separate orders or otherwise, the sale, divestiture or disposition of such of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto or enter into any consent decree, order, accept any undertaking or condition, or cause otherwise take or to be madecommit to take actions that would limit Buyer’s, as soon as practicable and after consultation the Companies’ or their respective Affiliates’ freedom of action with respect to, or ability to retain, any of their businesses, product lines or assets, or otherwise limit Buyer’s ability to receive the other party, an appropriate response in compliance with such requestfull benefits of this Agreement.

Commercially Reasonable Efforts. (a) Upon For the terms and subject to purposes of Closing, (i) 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 hereto agrees to Seller shall use its commercially reasonable efforts to take or cause the conditions set forth in Section 6.01 and Section 6.02 to be taken all actionsatisfied, but subject to do or cause any waiver thereof, at Closing to be done and to assist and cooperate satisfied on a timely basis and, consistent with the other party hereto in doing all things necessaryusing such commercially reasonable efforts, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner if reasonably practicable, cause such conditions to be satisfied as soon as possible after the transactions contemplated hereby, including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties heretodate hereof; and (ii) the obtaining of applicable consentsPurchaser shall use commercially reasonable efforts to cause the conditions set forth in Section 6.01 and Section 6.03 to be satisfied, waivers or approvals of any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply with Section 4.6, none of Seller, the Company, Buyer or any of their respective Affiliates shall be obligated to make any payments or otherwise pay any consideration but subject to any third party waiver thereof, at Closing to obtain any applicable consentbe satisfied on a timely basis and, waiver or approvalconsistent with using such commercially reasonable efforts, if reasonably practicable, cause such conditions to be satisfied as soon as possible after the date hereof. (b) Each party hereto As promptly as practicable after the execution of this Agreement, each Party to this Agreement (i) shall promptly inform the others of any communication from any Governmental Entity regarding any of make all filings and give all notices reasonably required to be made and given by such Party in connection with the transactions contemplated by this Agreement and the Support Services Agreement. If (ii) shall use all commercially reasonable efforts to obtain all Consents required to be obtained (pursuant to any party applicable Law or Affiliate thereof receives a request for additional information Contract, or documentary material from any otherwise) by such Governmental Entity Party in connection with respect to the transactions contemplated by this Agreement. Each Party shall, then upon request of another Party and to the extent permitted by applicable Law or applicable Contracts, promptly deliver to such other party shall use its a copy of each such filing made, each such notice given and each such Consent obtained by it. (c) The Parties understand and agree that the commercially reasonable efforts of any party hereto shall not be deemed to makeinclude entering into any settlement, undertaking, consent decree, stipulation or cause to be made, as soon as practicable and after consultation agreement with any Governmental Authority in connection with the other partytransactions contemplated hereby. Notwithstanding anything herein to the contrary, an appropriate response in compliance with such requestSeller shall not be required to contest or defend any objections or oppositions raised by any Governmental Authority relating to the matters contemplated by this Section 5.02, although it may, at its sole discretion, elect to do so.

Commercially Reasonable Efforts. (a) Upon On the terms and subject to the conditions herein provided, except as otherwise provided set forth in this Agreement, and without limiting the obligations of the parties under Section 4.6, each of the parties hereto agrees to Buyer and Seller will use its commercially reasonable efforts to take promptly, or cause to be taken promptly, all actionactions, and to do promptly, or cause to be done and to assist and cooperate with the other party hereto in doing promptly, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Transactions and the other transactions contemplated herebyby the other Transaction Agreements, including, but not limited to: including using commercially reasonable efforts to (ia) the satisfaction of cause the conditions precedent set forth in Section 3.4 to be satisfied as soon as practicable after the obligations date of any of the parties heretothis Agreement; (iib) the obtaining of applicable obtain all necessary or appropriate consents, waivers or and approvals of under any third parties; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iv) the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require Transferred Permits in order to carry out the intent of this Agreement. Notwithstanding the foregoing, except as necessary to comply connection with Section 4.6, none of Seller, the Company, 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 applicable consent, waiver or approval. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement and the Support Services Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to consummation of the Transactions and the other transactions contemplated by this Agreement, then such party shall use its commercially reasonable efforts to make, or cause to be made, as soon as practicable and after consultation with the other partyTransaction Agreements; and (c) obtain all necessary actions, an appropriate response waivers, consents, approvals, Orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any); provided, however, that in compliance with the case of clause (b) and clause (c), in no event will Seller or any of its Subsidiaries be required to (i) pay or agree to pay any amounts or other consideration, (ii) agree to the imposition of any limitation or obligation on its business or operations, (iii) provide or agree to provide any additional security (including a guaranty) or (iv) agree to any modifications of existing Contracts or the entry into any new Contracts for such requestactions, non-actions, waivers, consents, approvals, Orders and authorizations from Governmental Authorities or suffer or agree to suffer the loss of any right or benefit in connection therewith.