Common use of Commercially Reasonable Efforts Clause in Contracts

Commercially Reasonable Efforts. (a) Subject to the terms and conditions set forth in this Agreement, (i) the Company shall and shall cause its Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure that the conditions set forth in Section 6 are satisfied, and to consummate the Transactions as promptly as practicable, and (ii) each Investor shall and shall cause its Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure such Investor's conditions set forth in Section 7 are satisfied, and to consummate the Transactions as promptly as practicable, including, in each case, using commercially reasonable efforts to contest (i) any proceeding, judgement, injunction, order or decree of any Governmental Authority brought, or threatened to be brought, by any Governmental Authority seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any of the Transactions at the Company's expense and (ii) any proceeding, judgement, injunction, order or decree of any Governmental Authority that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any terms or conditions in connection with the Transactions. Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as the other party or parties may reasonably request to consummate or implement the Transactions or to evidence such events or matters.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions set forth of this Agreement and applicable law, each of the parties shall act in this Agreement, (i) the Company shall good faith and shall cause its Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure that consummate and make effective the conditions set forth in Section 6 are satisfied, and to consummate the Transactions transactions contemplated by this Agreement as promptly soon as practicable. Without limiting the foregoing, and (ii) each Investor the parties shall and shall cause its Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions (and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure such Investor's conditions set forth in Section 7 are satisfied, and to consummate the Transactions as promptly as practicable, including, in each case, using shall use commercially reasonable efforts to contest cause their respective subsidiaries, and use commercially reasonable efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) (i) consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the Offer Documents, the Schedule TO, the State Filings, the Schedule 14D-9 and the Proxy Statement and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any proceedingGovernmental Entity or other Person necessary in connection with the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; (iii) provide all such information concerning such party, judgementits subsidiaries and its officers, injunctiondirectors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any of the foregoing and (iv) avoid the entry of, or have vacated or terminated, any decree, order or decree of any Governmental Authority brought, or threatened to be brought, by any Governmental Authority seeking to enjoin, judgment that would restrain, prevent, prohibit or make illegal delay the consummation of the Offer or the Merger. Prior to making any of the Transactions at the Company's expense and (ii) any proceeding, judgement, injunction, order application to or decree of any filing with a Governmental Authority that enjoins, restrains, prevents, prohibits Entity or makes illegal the consummation of any of the Transactions or imposes any terms or conditions other entity in connection with this Agreement (other than filing under the Transactions. Each HSR Act), each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as provide the other party or parties may reasonably request with drafts thereof and afford the other party a reasonable opportunity to consummate or implement the Transactions or to evidence comment on such events or mattersdrafts.

Commercially Reasonable Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, (i) each of the Company shall and shall cause Parties agrees to use its Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable to ensure that consummate and make effective, in the conditions set forth in Section 6 are satisfied, and to consummate the Transactions as promptly as most expeditious manner practicable, and (ii) each Investor shall and shall cause its Affiliates tothe Transactions, use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure such Investor's conditions set forth in Section 7 are satisfied, and to consummate the Transactions as promptly as practicable, including, in each case, including using commercially reasonable efforts to contest accomplish the following: (i) any proceeding, judgement, injunction, order or decree the taking of any Governmental Authority brought, or threatened such reasonable acts necessary to cause the conditions precedent set forth in Article IX to be broughtsatisfied, (ii) the obtaining of such reasonably necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority seeking Entity, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the Transactions, including the consents referred to enjoinin Schedules 3.5 and 5.5, restrain(iv) the defending of any suits, preventclaims, prohibit actions, investigations or make illegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require HL or the Company to agree to any divestiture by itself or any of the Transactions at the Company's expense and (ii) any proceeding, judgement, injunction, order its Affiliates of shares of capital stock or decree of any Governmental Authority that enjoinsbusiness, restrainsassets or property, prevents, prohibits or makes illegal the consummation imposition of any material limitation on the ability of any of the Transactions or imposes any terms or conditions in connection with the Transactions. Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as the other party or parties may reasonably request them to consummate or implement the Transactions conduct their business or to evidence own or exercise control of such events or mattersassets, properties and stock.

Commercially Reasonable Efforts. (a) Subject to and upon the terms and conditions set forth in of this Agreement, each of the Parties shall cooperate with the other Parties and use (and shall cause their respective Subsidiaries to use) their respective commercially reasonable efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) the Company shall and shall cause its Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure that cause the conditions to Closing set forth in Section 6 are satisfied, Article VI applicable to such Party to be satisfied as promptly as reasonably practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the Transactions as promptly as most expeditious manner reasonably practicable, the Transactions, including (A) preparing and filing promptly and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents and (B) executing and delivering any additional instruments necessary to consummate the Transactions, (ii) each Investor shall and shall cause its Affiliates to, use commercially reasonable efforts to take, obtain all Consents from any Governmental Authority or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things third party necessary, proper or advisable to ensure such Investor's conditions set forth in Section 7 are satisfied, and to consummate the Transactions as promptly as practicableTransactions, includingincluding any such Consents required under applicable Antitrust Laws, in each case(iii) take all steps that are necessary, using commercially reasonable efforts proper or advisable to contest (i) avoid any proceeding, judgement, injunction, order or decree of any Governmental Authority brought, or threatened to be brought, Proceeding by any Governmental Authority seeking Authorities with respect to enjointhis Agreement or the Transactions and (iv) defend or contest in good faith any Proceeding by any third party, restrainwhether judicial or administrative, preventchallenging this Agreement or that could otherwise prevent or impede, prohibit interfere with, hinder or make illegal delay in any material respect the consummation of any of the Transactions at the Company's expense and (ii) any proceeding, judgement, injunction, order or decree of any Governmental Authority that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any terms or conditions in connection with the Transactions. Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as the other party or parties may reasonably request to consummate or implement the Transactions or to evidence such events or matters.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions set forth in of this AgreementAgreement and applicable Law, (i) the Company Parties shall and shall cause its Affiliates to, use their respective commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to ensure consummate and make 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 consummation of the transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE VII to be satisfied. Buyers acknowledge that, for purposes of Section 6 are satisfied6.4 only, for purposes of using its “commercially reasonable efforts,” Buyers shall, and shall cause their respective directors, officers, Affiliates, employees, agents, attorneys, accountants and representatives to consummate consult 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 other Person, (b) defending against all Actions challenging this Agreement or the Transactions as promptly as practicableconsummation 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 in Section 7.1(a) and Section 7.1(c) in general, and (iid) each Investor shall consummating and shall cause its Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with making effective the other parties hereto in doing, all things necessary, proper or advisable to ensure such Investor's conditions set forth in Section 7 are satisfied, and to consummate the Transactions as promptly as practicable, including, in each case, using commercially reasonable efforts to contest (i) any proceeding, judgement, injunction, order or decree of any Governmental Authority brought, or threatened to be brought, by any Governmental Authority seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any of the Transactions at the Company's expense and (ii) any proceeding, judgement, injunction, order or decree of any Governmental Authority that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any terms or conditions in connection with the Transactions. Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as the other party or parties may reasonably request to consummate or implement the Transactions or to evidence such events or matterstransactions contemplated hereby.

Commercially Reasonable Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this AgreementAgreement but subject to Section 7.2, (i) each of the Company shall and shall cause its Affiliates to, parties agrees to use commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure that consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions set forth to the Closing to be satisfied (but in Section 6 are satisfied, and no event shall a party be required to consummate the Transactions waive any such condition) as promptly as practicable, and ; (ii) each Investor shall the obtaining of all necessary actions or nonactions, waivers, consents, clearances and shall cause its Affiliates toapprovals from Governmental Authorities and the making of all necessary registrations and filings, use commercially reasonable efforts and the taking of all steps as may be necessary to takeobtain an approval, clearance or waiver from, or cause to be takenavoid an action or proceeding by, all actions and to doany Governmental Authority, including under the HSR Act, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure such Investor's conditions set forth in Section 7 are satisfied, and to consummate the Transactions as promptly as practicable, includingany foreign competition laws, in each case, using commercially reasonable efforts case to contest (i) any proceeding, judgement, injunction, order or decree of any Governmental Authority brought, or threatened the extent determined to be broughtapplicable to the Merger and the parties hereto, by any Governmental Authority seeking (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) taking all steps as may be necessary to enjoinobtain all such waiting period expirations or terminations, restrainconsents, preventclearances, prohibit or make illegal the consummation of any of the Transactions at the Company's expense waivers, licenses, registrations, permits, authorizations, orders and (ii) any proceeding, judgement, injunction, order or decree of any Governmental Authority that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any terms or conditions in connection with the Transactions. Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as the other party or parties may reasonably request to consummate or implement the Transactions or to evidence such events or mattersapprovals.

Commercially Reasonable Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 7.09), (i) each of the Company shall parties hereto will, and shall Parent will cause its Affiliates Subsidiaries, including Merger Sub, to, use commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure that the conditions set forth in Section 6 are satisfiedconsummate 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 (i) the obtaining of all permits, waivers, consents, approvals and actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) necessary to consummate the Transactions as promptly as practicabletransactions contemplated hereby, and (ii) each Investor shall the execution and shall delivery of any additional instruments necessary to consummate the Offer, the Merger and to fully carry out the purposes of this Agreement. The Target and Parent will, and Parent will cause its Affiliates 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) and (ii) immediately above and (z) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. If the Target or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it will use commercially reasonable efforts to takemake, or cause to be takenmade, all actions as soon as reasonably practicable and to do, or cause to be done, and assist and cooperate after consultation with the other parties hereto party, an appropriate response in doingcompliance with such request, all things necessary, proper or advisable to ensure such Investor's conditions set forth in Section 7 are satisfied, and to consummate the Transactions as promptly as practicable, including, in each case, using commercially reasonable efforts to contest (i) any proceeding, judgement, injunction, order or decree of any Governmental Authority brought, or threatened to be brought, by any Governmental Authority seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any of the Transactions at the Company's expense and (ii) any proceeding, judgement, injunction, order or decree of any Governmental Authority that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any terms or conditions in connection with the Transactions. Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as the other party or parties may reasonably request to consummate or implement the Transactions or to evidence such events or matters.and,

Commercially Reasonable Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, (i) the Company it shall and shall cause use its Affiliates to, use commercially reasonable efforts in good faith to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper, desirable or advisable under applicable Laws, so as to permit consummation of the Merger promptly and assist otherwise to enable consummation of the transactions contemplated hereby, including, without limitation, obtaining (and cooperate cooperating with the other parties hereto to obtain) any third party approval that is required to be obtained by Midstream or CEQP or any of their respective Subsidiaries in doing, all things necessary, proper or advisable to ensure that connection with the conditions set forth in Section 6 are satisfiedMerger and the other transactions contemplated by this Agreement, and to consummate the Transactions as promptly as practicable, and (ii) each Investor shall and shall cause its Affiliates to, use using commercially reasonable efforts to take, lift or cause rescind any injunction or restraining order or other order adversely affecting the ability of the parties to be taken, all actions and to do, or cause to be doneconsummate the transactions contemplated hereby, and assist using commercially reasonable efforts to defend any litigation seeking to enjoin, prevent or delay the consummation of the transactions contemplated hereby or seeking material damages, and each shall cooperate fully with the other parties hereto in doing, all things necessary, proper or advisable to ensure such Investor's conditions set forth in Section 7 are satisfiedthat end, and shall furnish to consummate the Transactions as promptly as practicable, including, in each case, using commercially reasonable efforts to contest (i) any proceeding, judgement, injunction, order or decree of any Governmental Authority brought, or threatened to be brought, by any Governmental Authority seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any of the Transactions at the Company's expense and (ii) any proceeding, judgement, injunction, order or decree of any Governmental Authority that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any terms or conditions in connection with the Transactions. Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as the other party or parties may reasonably request copies of all correspondence, filings and communications between it and its Affiliates and any Regulatory Authority with respect to consummate or implement the Transactions or transactions contemplated hereby. In complying with the foregoing, neither it nor its Subsidiaries shall be required to evidence take measures that would have a Material Adverse Effect on it and such events or mattersSubsidiaries taken as a whole.

Commercially Reasonable Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, (i) the Company KHC, Merger Sub and Fluid Systems shall and shall cause its Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto Parties in doing, all things necessary, proper or advisable to ensure that promptly consummate and make effective the conditions set forth in Section 6 are satisfiedMerger and Second Step Merger. Without limitation, KHC, Merger Sub and to consummate the Transactions as promptly as practicable, and (ii) each Investor Fluid Systems shall and shall cause its Affiliates to, use commercially reasonable efforts to takeaccomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied; (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all steps as may be necessary to obtain an approval or waiver from, or cause to be takenavoid an action or proceeding by any Governmental Entity; (iii) the obtaining of all necessary consents, all actions approvals or waivers from third parties; (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (v) the execution and delivery of any additional instruments necessary to do, or cause to be done, and assist and cooperate with consummate the other parties hereto in doing, all things necessary, proper or advisable to ensure such Investor's conditions set forth in Section 7 are satisfiedtransactions contemplated by, and to consummate fully carry out the Transactions as promptly as practicablepurposes of, including, in each case, using commercially reasonable efforts to contest (i) any proceeding, judgement, injunction, order or decree of any Governmental Authority brought, or threatened to be brought, by any Governmental Authority seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any of the Transactions at the Company's expense and (ii) any proceeding, judgement, injunction, order or decree of any Governmental Authority that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any terms or conditions in connection with the Transactions. Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as the other party or parties may reasonably request to consummate or implement the Transactions or to evidence such events or mattersthis Agreement.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions set forth in of this AgreementAgreement and applicable Law, (i) each of the Company Parties hereto shall and shall cause use its Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to ensure consummate and make 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 shall cause their respective directors, officers and Subsidiaries, and use their commercially reasonable efforts to cause 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 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 Section 6 are satisfied, and to consummate the Transactions as promptly as practicable, and (ii) each Investor shall and shall cause its Affiliates to, use commercially reasonable efforts to take, or cause Article VII to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure such Investor's conditions set forth in Section 7 are satisfied, and to consummate the Transactions as promptly as practicable, including, in each case, using commercially reasonable efforts to contest (i) any proceeding, judgement, injunction, order or decree of any Governmental Authority brought, or threatened to be brought, by any Governmental Authority seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any of the Transactions at the Company's expense and (ii) any proceeding, judgement, injunction, order or decree of any Governmental Authority that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any terms or conditions in connection with the Transactions. Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as the other party or parties may reasonably request to consummate or implement the Transactions or to evidence such events or matters.

Commercially Reasonable Efforts. (a) Subject Each of the parties hereto agrees to the terms and conditions set forth in this Agreement, (i) the Company shall and shall cause use its Affiliates to, use commercially reasonable efforts efforts, and to reasonably cooperate with each other party hereto, to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary or appropriate to consummate and assist make effective, in the most expeditious manner practicable, the Share Purchase and cooperate with the other parties hereto in doingTransactions, all things necessary, proper or advisable to ensure that including the satisfaction of the respective conditions set forth in Section 6 are satisfiedArticle 7, and including to consummate 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 Transactions as promptly as practicableconsummation of the Share Purchase and the other Transactions. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, (a) Acquirer shall not have any obligation under this Agreement to divest or agree to divest (or cause any of its Subsidiaries to divest or agree to divest) any of its respective businesses, product lines or assets, or to take or agree to take (or cause any of its Subsidiaries to take or agree to take) any other action or to agree (or cause any of its Subsidiaries to agree) to any limitation or restriction on any of its respective businesses, product lines or assets; and (b) Seller and the Company shall not have any obligation under this Agreement (i) to seek any consents, waivers and approvals under any Contracts, or (ii) each Investor shall and shall cause its Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure such Investor's conditions set forth in Section 7 are satisfied, and to consummate the Transactions as promptly as practicable, including, in each case, using commercially reasonable efforts to contest (i) pay any proceeding, judgement, injunction, order or decree of any Governmental Authority brought, or threatened to be brought, by any Governmental Authority seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any of the Transactions at the Company's expense and (ii) any proceeding, judgement, injunction, order or decree of any Governmental Authority that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any terms or conditions amounts in connection with the Transactions. Each party hereto shall execute obtaining any consents, waivers and deliver after the Closing such further certificates, agreements and other documents and take such other actions as the other party or parties may reasonably request to consummate or implement the Transactions or to evidence such events or mattersapprovals under any Contracts.

Commercially Reasonable Efforts. (a) Subject to the terms and ------------------------------- conditions set forth in this Agreementhereof, (i) each of the Company shall and shall cause parties hereto agrees to use its Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure that consummate and make effective as promptly as practicable the conditions set forth in Section 6 are satisfiedTender Offer, the Merger and the other transactions contemplated by this Agreement, and to consummate the Transactions as promptly as practicable, and (ii) each Investor shall and shall cause its Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the each other parties hereto in doing, all things necessary, proper or advisable to ensure such Investor's conditions set forth in Section 7 are satisfied, and to consummate the Transactions as promptly as practicable, including, in each case, using commercially reasonable efforts to contest (i) any proceeding, judgement, injunction, order or decree of any Governmental Authority brought, or threatened to be brought, by any Governmental Authority seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any of the Transactions at the Company's expense and (ii) any proceeding, judgement, injunction, order or decree of any Governmental Authority that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any terms or conditions in connection with the Transactions. Each party hereto shall execute foregoing, including using its reasonable best efforts to (a) obtain all necessary waivers, consents and deliver after the Closing such further certificatesapprovals from other parties to material agreements, agreements leases and other documents contracts, (b) obtain all necessary consents, approvals and take such authorizations as are required to be obtained under any federal, state or foreign law or regulation, (c) lift or rescind any injunction or restraining order or other actions as order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, (d) effect any necessary registrations and filings and submissions of information requested by governmental authorities, and (e) fulfill all conditions to this Agreement. In furtherance of and not in limitation of the foregoing, the Company shall permit Parent to reasonably participate in the defense and settlement of any claim, suit or cause of action relating to the Tender Offer, the Merger or the other party transactions contemplated this Agreement, and the Company shall not settle or parties may reasonably request to consummate compromise any such claim, suit or implement the Transactions or to evidence such events or matterscause of action without Parent's prior written consent, which shall not be unreasonably withheld.

Commercially Reasonable Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, (i) including Section 5.3(c), each of the Company shall and shall cause its Affiliates to, parties undertakes to use commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure that consummate and make effective, in the most expeditious manner practicable, the Merger, the Subsequent Merger and the other Transactions and to obtain satisfaction of the conditions set forth in Section 6 are satisfiedprecedent to the Merger, including without limitation (i) the obtaining of all necessary actions or nonactions, waivers, clearances, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) preventing the entry, enactment or promulgation of any injunction or order or Law that could materially and adversely affect the ability of the parties hereto to consummate the Transactions under this Agreement, (iv) seeking the lifting or rescission of any injunction or order or Law that could materially and adversely affect the ability of the parties hereto to consummate the Transactions under this Agreement, (v) cooperating to defend against any proceeding or investigation relating to this Agreement or the Transactions and to cooperate to defend against it and respond thereto, (vi) the execution and delivery of any additional instruments necessary to consummate the Transactions contemplated by, and to consummate fully carry out the purposes of, this Agreement, (vii) using commercially reasonable efforts to arrange for the Company’s independent accountants to provide such comfort letters, consents and other services that are reasonably required in connection with Parent’s financings of the Cash Consideration and (viii) assisting in the marketing and sale or any other syndication of any such financings by making appropriate officers of the Company available for due diligence meetings and for participation in the road show and meetings with prospective participants in such financings upon reasonable notice and at reasonable times, provided, that in the case of clauses (vii) and (viii), Parent shall promptly reimburse the Company for all out-of-pocket expenses incurred by, and otherwise indemnify and hold harmless, the Company, its Affiliates and its and their respective officers, directors, accountants and representatives from and against all liabilities, relating to such actions other than those arising from such person’s willful misconduct or gross negligence. For purposes of this Agreement, commercially reasonable efforts shall not require the parties to (i) sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, (ii) agree to sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, (iii) permit the sale, holding separate or other disposition of, any of the assets of the Company, Parent and/or any of their respective affiliates or the execution of any agreement or order to do so, and (iv) conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits. In furtherance and not in limitation of the foregoing, each of Parent and the Company undertakes to make an appropriate filing under HSR with respect to the Transactions as promptly as practicable, practicable and (ii) each Investor shall and shall cause its Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions in any event within 15 Business Days following the date hereof and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure such Investor's conditions set forth in Section 7 are satisfied, and to consummate the Transactions supply as promptly as practicable, including, in each case, using commercially reasonable efforts practicable any additional information and documentary material that may be requested pursuant to contest (i) any proceeding, judgement, injunction, order the HSR Act and to take all other actions necessary to cause the expiration or decree of any Governmental Authority brought, or threatened to be brought, by any Governmental Authority seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any termination of the Transactions at applicable waiting periods under the Company's expense and (ii) any proceeding, judgement, injunction, order or decree of any Governmental Authority that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any terms or conditions in connection with the Transactions. Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions HSR Act as the other party or parties may reasonably request to consummate or implement the Transactions or to evidence such events or matterssoon as practicable.

Commercially Reasonable Efforts. (a) Subject From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, subject to the terms and conditions set forth in of this AgreementAgreement and applicable Law, (i) each of the Company Parties hereto shall and shall cause use its Affiliates to, use commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to ensure consummate and make 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 VIII to be fully satisfied. Without limiting the generality of the foregoing, the Parties shall (and shall cause their respective directors, officers and Subsidiaries, and use their commercially reasonable efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives) to consult and fully cooperate with and provide reasonable assistance to each other in (a) obtaining all necessary Consents or 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, (b) 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 8.1(a) and (c) 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 Section 6 are satisfied, and to consummate the Transactions as promptly as practicable, and (ii) each Investor shall and shall cause its Affiliates to, use commercially reasonable efforts to take, or cause Article VIII to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure such Investor's conditions set forth in Section 7 are satisfied, and to consummate the Transactions as promptly as practicable, including, in each case, using commercially reasonable efforts to contest (i) any proceeding, judgement, injunction, order or decree of any Governmental Authority brought, or threatened to be brought, by any Governmental Authority seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any of the Transactions at the Company's expense and (ii) any proceeding, judgement, injunction, order or decree of any Governmental Authority that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any terms or conditions in connection with the Transactions. Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as the other party or parties may reasonably request to consummate or implement the Transactions or to evidence such events or matters.

Commercially Reasonable Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, (i) including Section 5.3(c), each of the Company shall and shall cause its Affiliates to, parties undertakes to use commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure that consummate and make effective, in the most expeditious manner practicable, the Merger, the Subsequent Merger and the other Transactions and to obtain satisfaction of the conditions set forth in Section 6 are satisfiedprecedent to the Merger, including without limitation (i) the obtaining of all necessary actions or nonactions, waivers, clearances, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) preventing the entry, enactment or promulgation of any injunction or order or Law that could materially and adversely affect the ability of the parties hereto to consummate the Transactions under this Agreement, (iv) seeking the lifting or rescission of any injunction or order or Law that could materially and adversely affect the ability of the parties hereto to consummate the Transactions under this Agreement, (v) cooperating to defend against any proceeding or investigation relating to this Agreement or the Transactions and to cooperate to defend against it and respond thereto, (vi) the execution and delivery of any additional instruments necessary to consummate the Transactions contemplated by, and to consummate fully carry out the purposes of, this Agreement, (vii) using commercially reasonable efforts to arrange for the Company's independent accountants to provide such comfort letters, consents and other services that are reasonably required in connection with Parent's financings of the Cash Consideration and (viii) assisting in the marketing and sale or any other syndication of any such financings by making appropriate officers of the Company available for due diligence meetings and for participation in the road show and meetings with prospective participants in such financings upon reasonable notice and at reasonable times, provided, that in the case of clauses (vii) and (viii), Parent shall promptly reimburse the Company for all out-of-pocket expenses incurred by, and otherwise indemnify and hold harmless, the Company, its Affiliates and its and their respective officers, directors, accountants and representatives from and against all liabilities, relating to such actions other than those arising from such person's willful misconduct or gross negligence. For purposes of this Agreement, commercially reasonable efforts shall not require the parties to (i) sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, (ii) agree to sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, (iii) permit the sale, holding separate or other disposition of, any of the assets of the Company, Parent and/or any of their respective affiliates or the execution of any agreement or order to do so, and (iv) conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits. In furtherance and not in limitation of the foregoing, each of Parent and the Company undertakes to make an appropriate filing under HSR with respect to the Transactions as promptly as practicable, practicable and (ii) each Investor shall and shall cause its Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions in any event within 15 Business Days following the date hereof and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure such Investor's conditions set forth in Section 7 are satisfied, and to consummate the Transactions supply as promptly as practicable, including, in each case, using commercially reasonable efforts practicable any additional information and documentary material that may be requested pursuant to contest (i) any proceeding, judgement, injunction, order the HSR Act and to take all other actions necessary to cause the expiration or decree of any Governmental Authority brought, or threatened to be brought, by any Governmental Authority seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any termination of the Transactions at applicable waiting periods under the Company's expense and (ii) any proceeding, judgement, injunction, order or decree of any Governmental Authority that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any terms or conditions in connection with the Transactions. Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions HSR Act as the other party or parties may reasonably request to consummate or implement the Transactions or to evidence such events or matterssoon as practicable.

Commercially Reasonable Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, (i) each of the Company shall and shall cause parties agrees to use its Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure that consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Voting and Option Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions set forth in Section 6 are satisfied, and to consummate the Transactions Closing to be satisfied as promptly as practicable, and (ii) each Investor shall the obtaining of all necessary actions or nonactions, waivers, consents and shall cause its Affiliates toapprovals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, use commercially if any) and the taking of all reasonable efforts steps as may be necessary to takeobtain an approval or waiver from, or cause to be takenavoid an action or proceeding by, any Governmental Entity, (iii) the obtaining of all actions and to donecessary consents, approvals or cause to be donewaivers from third parties, and assist and cooperate with (iv) the other parties hereto in doing, all things necessary, proper or advisable to ensure such Investor's conditions set forth in Section 7 are satisfied, and to consummate the Transactions as promptly as practicable, including, in each case, using commercially reasonable efforts to contest (i) any proceeding, judgement, injunction, order or decree defending of any Governmental Authority broughtlawsuits or other legal proceedings, whether judicial or threatened to be broughtadministrative, by any Governmental Authority seeking to enjoin, restrain, prevent, prohibit challenging this Agreement and the Voting and Option Agreement or make illegal the consummation of the Merger or the other transactions contemplated hereby or thereby, including seeking to have any of the Transactions at the Company's expense stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iiv) any proceeding, judgement, injunction, order or decree the execution and delivery of any Governmental Authority that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any terms or conditions in connection with the Transactions. Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as the other party or parties may reasonably request to consummate or implement the Transactions or to evidence such events or matters.additional instruments

Commercially Reasonable Efforts. (a) Subject to the terms and conditions set forth in of this AgreementAgreement (including Section 6.5), (i) the Company shall and shall cause each party will use its Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions actions, to file, or cause to be filed, all documents and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure consummate the transactions contemplated by this Agreement, including obtaining all necessary consents, waivers, approvals, authorizations, Permits or orders from all Governmental Authorities or other Persons. Each party shall also refrain from taking, directly or indirectly, any action that would be reasonably likely to result in a failure of any of the conditions set forth to the Merger in Section 6 are satisfied, and this Agreement being satisfied or restrict such party’s ability to consummate the Transactions as promptly as practicableMerger and the other transactions contemplated hereby. Without limiting the foregoing, the parties shall use their respective commercially reasonable efforts to (i) to take all action necessary so that no takeover, anti-takeover, moratorium, “fair price,” “control share” or other similar Law is or becomes applicable to the Merger or any of the other transactions contemplated by this Agreement and (ii) each Investor shall if any such Law is or becomes applicable to any of the foregoing, to take all action necessary so that the Merger and shall cause its Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure such Investor's conditions set forth in Section 7 are satisfied, and to consummate the Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable, including, in each case, using commercially reasonable efforts practicable on the terms contemplated by this Agreement and otherwise to contest (i) any proceeding, judgement, injunction, order minimize the effect of such statute or decree of any Governmental Authority brought, or threatened to be brought, by any Governmental Authority seeking to enjoin, restrain, prevent, prohibit or make illegal regulation on the consummation of any of the Transactions at the Company's expense Merger and (ii) any proceeding, judgement, injunction, order or decree of any Governmental Authority that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any terms or conditions in connection with the Transactions. Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as the other party or parties may reasonably request to consummate or implement the Transactions or to evidence such events or matterstransactions contemplated by this Agreement.

Commercially Reasonable Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, (i) each of the Company shall and shall cause Parties agrees to use its Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto Parties in doing, all things necessary, proper or advisable to ensure that consummate and make effective, in the conditions set forth in Section 6 are satisfied, and to consummate the Transactions as promptly as most expeditious manner practicable, the Merger and (ii) each Investor shall and shall cause its Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties hereto in doingTransactions, all things necessary, proper or advisable to ensure such Investor's conditions set forth in Section 7 are satisfied, and to consummate the Transactions as promptly as practicable, including, in each case, including using commercially reasonable efforts to contest accomplish the following: (ia) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in ARTICLE VII to be satisfied, (b) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to avoid any proceedingLegal Proceeding, judgement(c) the obtaining of all consents, injunctionapprovals or waivers from third parties required as a result of the transactions contemplated in this Agreement, order including the consents referred to in Section 3.5(b) of the Company Disclosure Letter (it being understood, for the avoidance of doubt, that nothing herein shall require the Company in connection therewith to incur any liability or decree expense or subject itself, any of its Subsidiaries or the business of the foregoing to any imposition of any Governmental Authority broughtlimitation on the ability of any of them to conduct their business or to own or exercise control of their assets or properties), (d) the defending of any suits, claims, actions, investigations or threatened to be broughtproceedings, by any Governmental Authority seeking to enjoinwhether judicial or administrative, restrain, prevent, prohibit challenging this Agreement or make illegal the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (e) the execution or delivery of any additional instruments reasonably necessary to consummate, and to fully carry out the purposes of, the Transactions. This obligation shall include, on the part of Parent, sending a termination letter to Continental substantially in the form attached hereto as Exhibit G (the “Trust Termination Letter”). In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the Transactions, use its commercially reasonable efforts to enable the Merger and the other Transactions at to be consummated as promptly as practicable on the Company's expense and (ii) terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any proceeding, judgement, injunction, order divestiture by itself or decree any of its Affiliates of shares of capital stock or of any Governmental Authority that enjoinsbusiness, restrainsassets or property, prevents, prohibits or makes illegal the consummation imposition of any limitation on the ability of any of the Transactions or imposes any terms or conditions in connection with the Transactions. Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as the other party or parties may reasonably request them to consummate or implement the Transactions conduct their business or to evidence such events own or mattersexercise control of their respective assets, properties and capital stock, or the incurrence of any liability or expense.

Commercially Reasonable Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, (i) the Company shall and shall cause its Affiliates to, each party hereto agrees to use commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto party in doing, all things necessary, proper or advisable to ensure that consummate and make effective, in the conditions set forth in Section 6 are satisfied, and to consummate the Transactions as promptly as most expeditious manner practicable, and (ii) each Investor shall and shall cause its Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure such Investor's conditions set forth in Section 7 are satisfied, and to consummate the Transactions as promptly as practicable, including, in each case, transactions contemplated by this Agreement including using commercially reasonable efforts to contest accomplish the following: (i) any proceedingthe taking of all reasonable acts necessary to cause the conditions to Closing to be satisfied; (ii) the obtaining of all necessary actions or nonactions, judgementwaivers, injunctionconsents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, order if any) and the taking of all reasonable steps as may be necessary to obtain an approval or decree of any Governmental Authority broughtwaiver from, or threatened to be brought, avoid an action or proceeding by any Governmental Authority seeking to enjoinEntity; (iii) the obtaining of all necessary consents, restrainapprovals or waivers identified on Paragraph 6.m; (iv) the defending of any lawsuits or other legal proceedings, preventwhether judicial or administrative, prohibit challenging this Agreement or make illegal the consummation of the transactions contemplated hereby, including seeking to have any of the Transactions at the Company's expense stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (iiv) any proceeding, judgement, injunction, order or decree the execution and delivery of any Governmental Authority that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any terms or conditions in connection with the Transactions. Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as the other party or parties may reasonably request additional instruments necessary to consummate or implement the Transactions or transactions contemplated by, and to evidence such events or mattersfully carry out the purposes of, this Agreement.

Commercially Reasonable Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, (i) each of the Company shall and shall cause Parties agrees to use its Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto Parties in doing, all things necessary, proper or advisable to ensure that consummate and make effective, in the conditions set forth in Section 6 are satisfied, and to consummate the Transactions as promptly as most expeditious manner practicable, the Merger and (ii) each Investor shall and shall cause its Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties hereto in doingTransactions, all things necessary, proper or advisable to ensure such Investor's conditions set forth in Section 7 are satisfied, and to consummate the Transactions as promptly as practicable, including, in each case, including using commercially reasonable efforts to contest accomplish the following: (ia) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in ARTICLE VIII to be satisfied, (b) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to avoid any proceedingLegal Proceeding, judgement(c) the obtaining of all consents, injunctionapprovals or waivers from third parties required as a result of the transactions contemplated in this Agreement, order including the consents referred to on Schedule 4.5 of the Company Disclosure Letter (it being understood, for the avoidance of doubt, that nothing herein shall require the Company in connection therewith to incur any liability or decree expense or subject itself, any of its Subsidiaries or the business of the foregoing to any imposition of any Governmental Authority broughtlimitation on the ability of any of them to conduct their business or to own or exercise control of their assets, properties and or threatened to be broughtmembership interests), by (d) the defending of any Governmental Authority seeking to enjoinsuits, restrainclaims, preventactions, prohibit investigations or make illegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (e) the execution or delivery of any additional instruments reasonably necessary to consummate, and to fully carry out the purposes of, the Transactions. This obligation shall include, on the part of Parent, sending a termination letter to Continental substantially in the form attached hereto as Exhibit I (the “Trust Termination Letter”). In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the Transactions, use its commercially reasonable efforts to enable the Merger and the other Transactions at to be consummated as promptly as practicable on the Company's expense and (ii) terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any proceeding, judgement, injunction, order divestiture by itself or decree any of its Affiliates of shares of capital stock or of any Governmental Authority that enjoinsbusiness, restrainsassets or property, prevents, prohibits or makes illegal the consummation imposition of any limitation on the ability of any of the Transactions or imposes any terms or conditions in connection with the Transactions. Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as the other party or parties may reasonably request them to consummate or implement the Transactions conduct their business or to evidence such events own or mattersexercise control of their respective assets, properties and capital stock or membership interests, or the incurrence of any liability or expense.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions set forth in of this AgreementAgreement (including Section 5.3 and Section 5.4(c)), each of Magellan and Tellurian shall cooperate with the other and use (i) the Company shall and shall cause any of their respective Subsidiaries to use) its Affiliates to, use commercially reasonable efforts to (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, and assist and cooperate with the other parties hereto in doingall things, all things necessary, proper or advisable to ensure that cause the conditions set forth to the Closing to be satisfied as promptly as practicable (and in Section 6 are satisfied, any event no later than the Outside Date) and to consummate and make effective, in the Transactions as promptly as most expeditious manner practicable, the transactions contemplated hereby, including preparing and filing promptly and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) each Investor shall obtain promptly (and shall cause its Affiliates toin any event no later than the Outside Date) all approvals, use commercially reasonable efforts to takeconsents, clearances, expirations or cause to be takenterminations of waiting periods, all actions registrations, permits, authorizations and to do, other confirmations from any Governmental Authority or cause to be done, and assist and cooperate with the other parties hereto in doing, all things third party necessary, proper or advisable to ensure such Investor's conditions set forth in Section 7 are satisfied, and to consummate the Transactions as promptly as practicabletransactions contemplated hereby, including, in each case, using commercially reasonable efforts to contest (iiii) defend any proceeding, judgement, injunction, order lawsuits or decree of any Governmental Authority brought, other Proceedings challenging this Agreement or threatened to be brought, by any Governmental Authority seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any of the Transactions at the Company's expense transactions contemplated hereby and (iiiv) any proceedingobtain all necessary consents, judgementapprovals or waivers from third parties. For purposes of this Agreement, injunction“Antitrust Laws” means the Xxxxxxx Act, order or decree of any the Xxxxxxx Act, the HSR Act, the Federal Trade Commission Act, and all other applicable Laws issued by a Governmental Authority that enjoinsare designed or intended to prohibit, restrains, prevents, prohibits restrict or makes illegal regulate actions having the consummation purpose or effect of any monopolization or restraint of the Transactions trade or imposes any terms or conditions in connection with the Transactions. Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as the other party or parties may reasonably request to consummate or implement the Transactions or to evidence such events or matterslessening of competition.

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 (a) Subject to including the terms and conditions limitations set forth in this AgreementSection 5.01), required by Law or to the extent that Parent shall otherwise consent in writing (i) which consent shall not be unreasonably or untimely withheld), the Company shall shall, and shall cause its Affiliates Subsidiaries to, (a) conduct their respective businesses in the ordinary course consistent with past practices, (b) use all commercially reasonable efforts to take(i) maintain and preserve intact its business organization, or cause to be taken(ii) maintain their rights, all actions franchises, licenses and to doother authorizations by Governmental Entities (iii) preserve their relationships with directors, or cause to be doneexecutive officers, key employees, customers, suppliers and assist and cooperate others having business dealings with the other parties hereto in doing, all things necessary, proper or advisable to ensure that the conditions set forth in Section 6 are satisfied, and to consummate the Transactions as promptly as practicablethem, and (iiiv) each Investor maintain their respective properties and assets in their present state of repair, order and condition, reasonable wear and tear excepted, to the end that their goodwill and ongoing businesses shall not be impaired in any material respect, and shall cause its Affiliates to, (c) use their commercially reasonable efforts to take, or cause its conditions to Closing to be taken, all actions satisfied and for the Closing to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure such Investor's conditions set forth in Section 7 are satisfied, and to consummate the Transactions occur as promptly as practicablepracticable and none of the Company or any Company Member shall take any action designed to prevent, impede or delay the Closing. For purposes of this Agreement (including, in each casewithout limitation, using this Section 5.01 and Section 5.10), the “commercially reasonable efforts efforts” of the Company and/or the Company Members shall not require the Company, the Company Members or any of their respective Subsidiaries, Affiliates or representatives to contest (i) commence any litigation or arbitration proceeding, judgementto waive or surrender any right, injunctionto offer or grant any accommodation or concession (financial or otherwise) to any third party or to otherwise suffer any detriment, order to waive or decree of forego any Governmental Authority broughtright, remedy or threatened condition hereunder or to be brought, by any Governmental Authority seeking provide financing to enjoin, restrain, prevent, prohibit or make illegal the Parent for the consummation of any of the Transactions at the Company's expense and (ii) any proceeding, judgement, injunction, order or decree of any Governmental Authority that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any terms or conditions in connection with the Transactions. Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as the other party or parties may reasonably request to consummate or implement the Transactions or to evidence such events or matterstransactions contemplated hereby.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions set forth in this Agreement, (i) including Section 5.2, and subject to applicable Law, each of the Company parties shall and shall cause use its Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure that the conditions set forth in Section 6 are satisfiedconsummate and make effective, and to consummate the Transactions as promptly as practicable, the Merger and (ii) each Investor shall and shall cause its Affiliates to, use commercially reasonable efforts to take, or cause the other transactions to be takenperformed or consummated by such party in accordance with the terms of this Agreement, including (i) taking of all actions and acts necessary to do, or cause the conditions to Closing that are within the control of such party to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure such Investor's conditions set forth in Section 7 are satisfied, and to consummate the Transactions satisfied as promptly as practicable, including(ii) making all registrations and filings (including filings with Governmental Entities, if any) required to be made by such party in each caseconnection with this Agreement and the transactions contemplated hereby and taking all steps necessary to obtain any approval or waiver from, using commercially reasonable efforts or to contest avoid an action or proceeding by, any Governmental Entity, (iiii) any proceedingin the case of the Company, judgementobtaining all necessary consents, injunctionapprovals or waivers required from third parties under the Material Contracts, order or decree Significant Royalty Agreements, and Leases with respect to the transactions contemplated by this Agreement (iv) defending of any Governmental Authority broughtlawsuits or other legal proceedings, whether judicial or threatened to be broughtadministrative, by any Governmental Authority seeking to enjoin, restrain, prevent, prohibit challenging this Agreement or make illegal the consummation of the transactions contemplated hereby, including seeking to have any of the Transactions at the Company's expense stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iiv) any proceeding, judgement, injunction, order or decree of any Governmental Authority that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any terms or conditions in connection with the Transactions. Each party hereto shall execute executing and deliver after the Closing delivering such further certificates, agreements and other documents and take such other actions additional instruments as may be reasonably requested by the other party or parties may reasonably request and necessary to consummate or implement the Transactions or Merger and other transactions contemplated hereby and to evidence such events or mattersfully carry out the purposes of this Agreement.

Commercially Reasonable Efforts. (a) Subject to the terms and conditions set forth in of this AgreementAgreement and applicable Law, (i) each of the Company Parties hereto shall and shall cause use its Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to ensure consummate and make 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 shall cause their respective directors, officers and Subsidiaries, and use their commercially reasonable efforts to cause 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 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 Section 6 are satisfied, and to consummate the Transactions as promptly as practicable, and (ii) each Investor shall and shall cause its Affiliates to, use commercially reasonable efforts to take, or cause Article VI to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure such Investor's conditions set forth in Section 7 are satisfied, and to consummate the Transactions as promptly as practicable, including, in each case, using commercially reasonable efforts to contest (i) any proceeding, judgement, injunction, order or decree of any Governmental Authority brought, or threatened to be brought, by any Governmental Authority seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any of the Transactions at the Company's expense and (ii) any proceeding, judgement, injunction, order or decree of any Governmental Authority that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any terms or conditions in connection with the Transactions. Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as the other party or parties may reasonably request to consummate or implement the Transactions or to evidence such events or matters.