Common use of Cooperation; Efforts Clause in Contracts

Cooperation; Efforts. Each of the Sellers and Parent and Purchaser shall use its Best Reasonable Efforts to cooperate, assist and consult with each other to procure the entry of a sales procedures order (the “Sale Procedures Order”) promptly following receipt of the Parent Shareholder Approval and a sale order (the “Sale Order” and together with the Sale Procedures Order, the “363/365 Orders”) as promptly thereafter as practicable, in each case in the form attached hereto as Annex F. Without limiting the generality of the foregoing, the Sellers shall (i) each comply with all requirements under the Bankruptcy Code and Federal Bankruptcy Rules in connection with obtaining the 363/365 Orders, (ii) agree to proceed with their Chapter 11 Cases pursuant to and in accordance with the terms and provisions contemplated by the 363/365 Orders, in each case after the order has been entered by the Bankruptcy Court and (iii) comply or cause the compliance with the notice requirements of the 363/365 Orders, in each case after the order has been entered by the Bankruptcy Court, and any other applicable order of the Bankruptcy Court as they relate to the Chapter 11 Cases, the Federal Bankruptcy Rules (including, without limitation, Rules 2002, 6004, 6006 and 9014 of the Federal Rules of Bankruptcy Procedure) and any applicable rules of the Bankruptcy Court with respect to the transactions contemplated by this Agreement. In the event that the 363/365 Orders or any other orders of the Bankruptcy Court relating to this Agreement shall be appealed by any party (or a petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to any such order), each of the Sellers and Parent and Purchaser will cooperate in taking such steps diligently to defend against such appeal, petition or motion and each of the Sellers and Parent and Purchaser shall use its Best Reasonable Efforts to obtain an expedited resolution of any such appeal, petition or motion. Neither Parent, Purchaser nor any of the Sellers shall make any filing in the Bankruptcy Court with respect to the 363/365 Orders (or otherwise take any position in the Bankruptcy Court proceedings with respect thereto) without the express written consent of the other party, which may not be unreasonably withheld, conditioned or delayed, or otherwise that would be reasonably likely to result in the failure of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, however, nothing shall be deemed to prohibit or otherwise restrain either Parent or Purchaser from making any filing in the Bankruptcy Court to challenge or object to the entry of an order by the Bankruptcy Court approving the entry by one or more Sellers into an Alternate Transaction. To the extent that it is necessary for any Other Filing Entity to take actions comparable to those required of Sellers under this Section 5.1 in order for the transactions contemplated hereby to be consummated, Sellers shall cause the Other Filing Entities to take such action or, if Sellers are unable to cause an Other Filing Entity to do so, Sellers shall be deemed to be in breach of this Section 5.1.

Cooperation; Efforts. Each of the Sellers and Parent and Purchaser Buyer shall use its Best Reasonable Efforts best reasonable efforts to cooperate, assist and consult with each other to procure the entry of a sales procedures order (the “Sale Procedures Order”) promptly following receipt of the Parent Shareholder Approval Order and a sale order (the “"Sale Order” ," substantially in the form attached as Exhibit G, and together with the Sale Procedures Order, the “"363/365 Orders”") as promptly thereafter hereafter as practicable, in each case in the form attached hereto as Annex F. . Without limiting the generality of the foregoing, the Sellers shall each (i) each shall comply with all requirements under the Bankruptcy Code and Federal Rules of Bankruptcy Procedure and the Local Rules of the United States Bankruptcy Court for the Northern District of California and any applicable guidelines and procedures (collectively, the "Bankruptcy Rules") in connection with obtaining the 363/365 Orders, (ii) agree to proceed with their Chapter 11 Cases pursuant to and in accordance with the terms and provisions contemplated by the 363/365 Orders, in each case after the order has been entered by the Bankruptcy Court and (iii) comply or cause the compliance with the notice requirements of the 363/365 Orders, in each case after the order has been entered by the Bankruptcy Court, and any other applicable order of the Bankruptcy Court as they relate it relates to the Chapter 11 Cases, the Federal Bankruptcy Rules (including, without limitation, Rules 2002, 6004, 6006 and 9014 of the Federal Rules of Bankruptcy Procedure) and any applicable local rules of the Bankruptcy Court with respect to the transactions contemplated by this Agreement. Sellers further agree to give notice of any proceeding in the Chapter 11 Cases to any Person specified by Buyer in writing. In the event that the 363/365 Orders or any other orders of the Bankruptcy Court relating to this Agreement shall be appealed by any party (or a petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to any such order), each of the Sellers and Parent and Purchaser Buyer will cooperate in taking such steps diligently to defend against such appeal, petition or motion and each of the Sellers and Parent Buyer and Purchaser Buyer shall use its Best Reasonable Efforts best reasonable efforts to obtain an expedited resolution of any such appeal, petition or motion. Neither ParentBuyer must timely provide to Sellers, Purchaser nor or to the Bankruptcy Court upon Sellers' request, any information necessary or prudent to obtain Bankruptcy Court approval of the Sale Order, including, but not limited to, the 363/365 Orders, and Sellers agree that Sellers shall cooperate with Buyer to avoid the unnecessary disclosure of any of Buyer's confidential proprietary information. Buyer agrees that Buyer shall cooperate with Sellers to present such information as is necessary or prudent in connection with the Bankruptcy Court's consideration or approval of the Sale Order, including, but not limited to, the 363/365 Orders, and Sellers agree that Sellers shall cooperate with Buyer to avoid the unnecessary disclosure of any of Buyer's confidential proprietary information. Buyer shall not make any filing in the Bankruptcy Court with respect to the 363/365 Orders (or otherwise take any position in the Bankruptcy Court proceedings with respect thereto) without the express written consent of the other partySellers, which consent may not be unreasonably withheld, conditioned or delayed, or otherwise that would be reasonably likely to result in the failure of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, however, nothing in this Agreement shall be deemed to prohibit or otherwise restrain either Parent or Purchaser Buyer from making any filing in the Bankruptcy Court to challenge or object to the entry of an order by the Bankruptcy Court approving the entry by one or more Sellers into an Alternate TransactionTransaction (as hereinafter defined); provided that the Sellers do not acknowledge and reserve all rights to challenge Buyer's standing to make any filing in the Bankruptcy Court. To Notwithstanding anything to the extent that it is necessary for any Other Filing Entity to take actions comparable to those required of Sellers under this Section 5.1 in order for contrary contained herein, the transactions contemplated hereby to be consummated, Sellers shall cause not be required to act in a manner inconsistent with their fiduciary duties under (a) applicable Law, arising from their status as corporations organized under Delaware Law, or (b) the Other Filing Entities to take such action orBankruptcy Code, if Sellers are unable to cause an Other Filing Entity to do so, Sellers shall be deemed to be arising from their status as a debtor in breach of this Section 5.1possession.

Cooperation; Efforts. Each of the Sellers and Parent and Purchaser shall use its Best Reasonable Efforts to cooperate, assist and consult with each other to procure the entry of a sales procedures order (the “"Sale Procedures Order”") promptly following receipt of the Parent Shareholder Approval and a sale order (the “"Sale Order” " and together with the Sale Procedures Order, the “"363/365 Orders”") as promptly thereafter as practicable, in each case in the form attached hereto as Annex F. Without limiting the generality of the foregoing, the Sellers shall (i) each comply with all requirements under the Bankruptcy Code and Federal Bankruptcy Rules in connection with obtaining the 363/365 Orders, (ii) agree to proceed with their Chapter 11 Cases pursuant to and in accordance with the terms and provisions contemplated by the 363/365 Orders, in each case after the order has been entered by the Bankruptcy Court and (iii) comply or cause the compliance with the notice requirements of the 363/365 Orders, in each case after the order has been entered by the Bankruptcy Court, and any other applicable order of the Bankruptcy Court as they relate to the Chapter 11 Cases, the Federal Bankruptcy Rules (including, without limitation, Rules 2002, 6004, 6006 and 9014 of the Federal Rules of Bankruptcy Procedure) and any applicable rules of the Bankruptcy Court with respect to the transactions contemplated by this Agreement. In the event that the 363/365 Orders or any other orders of the Bankruptcy Court relating to this Agreement shall be appealed by any party (or a petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to any such order), each of the Sellers and Parent and Purchaser will cooperate in taking such steps diligently to defend against such appeal, petition or motion and each of the Sellers and Parent and Purchaser shall use its Best Reasonable Efforts to obtain an expedited resolution of any such appeal, petition or motion. Neither Parent, Purchaser nor any of the Sellers shall make any filing in the Bankruptcy Court with respect to the 363/365 Orders (or otherwise take any position in the Bankruptcy Court proceedings with respect thereto) without the express written consent of the other party, which may not be unreasonably withheld, conditioned or delayed, or otherwise that would be reasonably likely to result in the failure of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, however, nothing shall be deemed to prohibit or otherwise restrain either Parent or Purchaser from making any filing in the Bankruptcy Court to challenge or object to the entry of an order by the Bankruptcy Court approving the entry by one or more Sellers into an Alternate Transaction. To the extent that it is necessary for any Other Filing Entity to take actions comparable to those required of Sellers under this Section 5.1 in order for the transactions contemplated hereby to be consummated, Sellers shall cause the Other Filing Entities to take such action or, if Sellers are unable to cause an Other Filing Entity to do so, Sellers shall be deemed to be in breach of this Section 5.1.