Common use of Efforts to Close Clause in Contracts

Efforts to Close. (a) Subject to the conditions herein provided, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to cause the conditions to Closing set forth in Article VIII hereof to occur, including, without limitation, cooperating with each other, using reasonable best efforts to obtain all necessary waivers, consents and approvals and effecting all necessary registrations and filings, including, without limitation: (i) obtaining the consents set forth on SCHEDULE 4.5 hereto; (ii) Delta or Purchaser submitting a report and notice to the Israeli Corporate and Securities Authorities and the shareholders of Delta if and as required under Israeli corporate and securities laws; and (iii) submitting information requested by governmental authorities. In furtherance and not in limitation of the foregoing, each party hereto agrees to supply as promptly as practicable any additional information and documentary material that may be requested by a governmental authority pursuant to the H-S-R Act and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 7.4 necessary to cause the expiration or termination of the applicable waiting periods under the H-S-R Act as soon as practicable; provided that the failure to cause a condition to Closing to occur shall not be a breach of this Agreement unless the failure results from a party's failure to use its reasonable best efforts to cause such condition to occur. (b) Each of the Company and Delta shall, in connection with the efforts referenced in Section 7.4(a) hereof to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the H-S-R Act or any other Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; and (ii) keep the other party informed in all material respects of any material communication received by such party from or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other governmental entity, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party to review any material

Efforts to Close. Each Party shall take all such actions as are within its power and otherwise use its best efforts to satisfy (aor cause the satisfaction of) Subject the Closing Conditions in Article 8 to the conditions herein providedextent that such is within its control, each of the parties hereto agrees to use its reasonable best efforts and to take, or cause to be taken, all other reasonable action and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law to consummate complete the transactions contemplated hereby as soon as reasonably practicable following the date hereof, and make effective as promptly as practicable not to take or agree to take any action that would reasonably be expected to delay or prevent the consummation of the transactions contemplated by this Agreement Agreement, including taking all such actions as are necessary in respect of the following: (a) the establishment of the JV Company by Barrick; (b) the execution and delivery of the JV Agreement; (c) completion of the Barrick Pre-Closing Transactions and the Newmont Pre-Closing Transactions; (d) during the Interim Period, causing the JV Company to cause do all such things as may be necessary or advisable in order to give effect to the conditions to Closing set forth transactions contemplated in Article VIII hereof to occur, including, without limitation, this Agreement; (e) obtaining or cooperating with each other, using reasonable best efforts to obtain in obtaining all necessary waivers, consents and approvals and required to be obtained to consummate the transactions contemplated hereby; (f) effecting or cooperating in effecting all necessary registrations and filings, including, without limitation: (i) obtaining the consents set forth on SCHEDULE 4.5 hereto; (ii) Delta or Purchaser submitting a report filings and notice to the Israeli Corporate and Securities Authorities and the shareholders submissions of Delta if and as required under Israeli corporate and securities laws; and (iii) submitting information requested by governmental authorities. In furtherance and not in limitation of the foregoing, each party hereto agrees to supply as promptly as practicable any additional information and documentary material that may be requested by a governmental authority pursuant to the H-S-R Act and use its reasonable best efforts to take, or cause Governmental Authorities required to be taken, all other actions consistent with this Section 7.4 necessary to cause the expiration or termination of the applicable waiting periods under the H-S-R Act as soon as practicable; provided that the failure to cause a condition to Closing to occur shall not be a breach of this Agreement unless the failure results from a party's failure to use its reasonable best efforts to cause such condition to occur. (b) Each of the Company and Delta shall, effected by it in connection with the efforts referenced transactions contemplated hereby and participating and appearing in Section 7.4(aany required proceeding before Governmental Authorities in connection herewith; (g) hereof opposing, lifting or rescinding or cooperating in opposing, lifting or rescinding any injunction or restraining order or other order or action seeking to stop, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated under this Agreement; (i) cooperating to split, replace or otherwise modify Contracts applicable to the operations of both the Newmont Contributed Assets and other operations of Newmont, and (ii) if requested by Newmont, negotiating in good faith to implement a toll milling arrangement with the JV Company in respect of Newmont’s Cripple Creek and ▇▇▇▇▇▇ mine on terms mutually acceptable to Barrick and Newmont; (i) cooperating to obtain all requisite approvals any necessary third party valuations of the Newmont Contributed Assets and authorizations of the Barrick Contributed Assets for ▇▇▇▇▇▇▇’▇ use and Newmont’s use, in recording the transactions accounting impacts associated with the transaction contemplated by this Agreement under and the H-S-R Act or any joint venture formed in connection herewith; and (j) otherwise cooperating with the other Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other Party in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; and (ii) keep the other party informed in all material respects of any material communication received performance by such party from or given by such party toother Party of its obligations hereunder. For greater clarity, the Federal Trade Commission (foregoing shall in no way condition or qualify the "FTC"), the Antitrust Division covenants of the Department of Justice (Parties set out herein and the "DOJ") or any other governmental entity, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party Parties’ respective obligations to review any materialperform such covenants.

Efforts to Close. (a) Subject to the conditions herein providedthis Section 7.1, each of the parties hereto Parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective effective, as promptly soon as practicable reasonably practicable, and in any event on or prior to the transactions contemplated by this Agreement and to cause date that is one hundred (100) days from the conditions to Closing set forth in Article VIII hereof to occurEffective Date, the Transactions, including, without limitationbut not limited to, cooperating with each other, using the satisfaction of all conditions thereto set forth herein. Such actions shall include exerting their commercially reasonable best efforts to obtain all necessary waiversthe consents, consents authorizations and approvals of all private parties and any Governmental Authority whose consent is reasonably necessary to effectuate the Transactions, including, in the case of Seller, Seller's Required Regulatory Approvals and Seller's Required Consents, and in the case of Purchaser, Purchaser's Required Regulatory Approvals and Purchaser's Required Consents, and effecting all other necessary registrations and filings, includingincluding filings under Applicable Laws, without limitation: (i) obtaining including the consents set forth on SCHEDULE 4.5 hereto; (ii) Delta or Purchaser submitting a report HSR Act, and notice to the Israeli Corporate and Securities Authorities and the shareholders of Delta if and as required under Israeli corporate and securities laws; and (iii) submitting information requested by governmental authoritiesall other necessary filings with any Governmental Authority. In furtherance and not in limitation of the foregoingthis Section 7.1, each party hereto agrees Party shall designate a representative to supply act as promptly as practicable any additional information the primary point of contact for all communications between the Parties between the Effective Date and documentary material that may be requested by a governmental authority pursuant the Closing Date with respect to the H-S-R Act and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 7.4 necessary to cause the expiration or termination of the applicable waiting periods under the H-S-R Act as soon as practicable; provided that the failure to cause a condition to Closing to occur shall not be a breach of this Agreement unless and the failure results from a party's failure to use its reasonable best efforts to cause such condition to occurTransactions. (b) Each All appearances, presentations, briefs, and proposals made or submitted by or on behalf of either Party before any Governmental Authority in connection with the approval of this Agreement or the Transactions shall be subject to the joint approval or disapproval in advance and the joint control of the Company Parties, acting with the advice of their respective counsel, and Delta shalleach Party will consult and fully cooperate with the other Party, and consider in good faith the views of the other Party, in connection with any such appearance, presentation, brief, or proposal; provided, however, that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. Each Party will provide the efforts referenced in Section 7.4(a) hereof other with copies of all written communications from Governmental Authorities relating to obtain all requisite approvals and authorizations for the transactions contemplated by approval or disapproval of this Agreement under or the H-S-R Act or any other Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; and (ii) keep the other party informed in all material respects of any material communication received by such party from or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other governmental entity, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party to review any materialTransactions.

Efforts to Close. (a) Subject to the terms and conditions herein providedherein, each of the parties Parties hereto agrees to shall use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable their Commercially Reasonable Efforts to consummate and make effective effective, as promptly soon as practicable reasonably practicable, and in any event prior to the transactions contemplated by this Agreement Termination Date, the Transactions, including the satisfaction of all conditions thereto set forth herein, and, if and to cause the conditions extent practicable, to Closing set forth in Article VIII hereof to occur, includingdo so at a single Closing. Such actions shall include, without limitation, cooperating with each other, using reasonable best efforts exercising its Commercially Reasonable Efforts to obtain all necessary waiverseach of the consents, consents authorizations and approvals of any Governmental Authority or other Person which is reasonably necessary to effectuate the Transactions, including, in the case of Seller, Seller's Required Regulatory Approvals and Seller's Required Consents, in the case of CPS, CPS's Required Regulatory Approvals and CPS's Required Consents, and in the case of Texas Genco, Texas Genco's Required Regulatory Approvals and Texas Genco's Required Consents, and effecting all other necessary registrations and filings, including, without limitation: (i) obtaining , filings under applicable Laws, including the consents set forth HSR Act and all other necessary filings with any Governmental Authority. Any appearances, presentations, briefs, filings, and proposals made or submitted by or on SCHEDULE 4.5 hereto; (ii) Delta behalf of two or Purchaser submitting more Parties jointly seeking a report and notice Required Regulatory Approval or by a Party before any Governmental Authority to support another Party seeking a Required Regulatory Approval hereunder shall be subject to the Israeli Corporate and Securities Authorities joint approval or disapproval in advance and the shareholders joint control of Delta if each involved Party, acting with the advice of their respective counsel, and as required under Israeli corporate each involved Party will consult and securities laws; fully cooperate with the other Party or Parties, and (iii) submitting information requested by governmental authorities. In furtherance and not consider in limitation good faith the views of the foregoing, each party hereto agrees to supply as promptly as practicable any additional information and documentary material that may be requested by a governmental authority pursuant to the H-S-R Act and use its reasonable best efforts to take, other Party or cause to be taken, all other actions consistent with this Section 7.4 necessary to cause the expiration or termination of the applicable waiting periods under the H-S-R Act as soon as practicable; provided that the failure to cause a condition to Closing to occur shall not be a breach of this Agreement unless the failure results from a party's failure to use its reasonable best efforts to cause such condition to occur. (b) Each of the Company and Delta shallParties, in connection with the efforts referenced in Section 7.4(a) hereof any such appearance, presentation, brief, or proposal, provided that nothing will prevent a Party from responding to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the H-S-R Act or any other Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation a subpoena or other inquiry, including any proceeding initiated legal process as required by Law or submitting factual information in response to a private party; and (ii) keep request therefor. Each Party will provide the other party informed in with copies of all material respects of any material communication received by such party written communications from or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other governmental entity, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding Governmental Authorities relating to any of the transactions contemplated hereby; and (iii) permit the other party its Required Regulatory Approvals or with respect to review any materiala Party's supporting filing for another Party's Required Regulatory Approvals.

Efforts to Close. (a) Subject to the terms and conditions herein providedherein, each of the parties hereto agrees to Parties shall use its commercially reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated hereby, and each of the Parties shall use commercially reasonable efforts to jointly CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. consult and cooperate with the other Parties to consummate and make effective the transactions contemplated hereby, as soon as reasonably practicable, including the satisfaction of all conditions thereto set forth herein; provided, however, that this shall in no way impair the Parties’ respective termination rights under Section 13.01. The Sellers and Purchaser shall jointly consult and cooperate prior to all appearances, presentations, briefs and proposals made or submitted by or on behalf of either Seller or Purchaser before any regulatory authority in connection with the approval of this Agreement and to cause the conditions to Closing set forth in Article VIII hereof to occur, including, without limitation, cooperating transactions contemplated hereby and the Sellers and Purchaser will consult and fully cooperate with each other, using reasonable best efforts to obtain all necessary waivers, consents and approvals and effecting all necessary registrations and filings, including, without limitation: (i) obtaining consider in good faith the consents set forth on SCHEDULE 4.5 hereto; (ii) Delta or Purchaser submitting a report and notice to the Israeli Corporate and Securities Authorities and the shareholders of Delta if and as required under Israeli corporate and securities laws; and (iii) submitting information requested by governmental authorities. In furtherance and not in limitation views of the foregoing, each party hereto agrees to supply as promptly as practicable any additional information and documentary material that may be requested by a governmental authority pursuant to the H-S-R Act and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 7.4 necessary to cause the expiration or termination of the applicable waiting periods under the H-S-R Act as soon as practicable; provided that the failure to cause a condition to Closing to occur shall not be a breach of this Agreement unless the failure results from a party's failure to use its reasonable best efforts to cause such condition to occur. (b) Each of the Company and Delta shallother, in connection with any such appearance, presentation, brief or proposal; provided, that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. The Sellers and Purchaser will provide the efforts referenced in Section 7.4(a) hereof other with copies of all written communications from Governmental Authorities relating to obtain all requisite approvals and authorizations for the transactions contemplated by approval or disapproval of this Agreement under the H-S-R Act or any other Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; and (ii) keep the other party informed in all material respects of any material communication received by such party from or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other governmental entity, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit , including any Seller Regulatory Approval or Purchaser Regulatory Approval, as applicable. Sellers shall use commercially reasonable efforts to cooperate with Purchaser in its efforts to obtain the other party estoppel certificates attached as Exhibit 8.02(a). For the avoidance of doubt, in no event shall such cooperation require either Seller to review make any materialpayment to the signatories of such estoppel certificates.

Efforts to Close. (a) Subject Through the Closing Date, subject to the terms and conditions herein provided, each of the parties hereto agrees Parties will, and will cause the respective Subsidiaries within their control to, use Commercially Reasonable Efforts to use its take all reasonable best efforts to take, or cause to be taken, actions and do all action and to do, or cause to be done, all reasonable things necessary, proper or advisable advisable, under Applicable Laws, Contract or otherwise to consummate and make effective effective, as soon as reasonably practicable, the Contemplated Transactions, including the satisfaction of all conditions thereto set forth herein. Such actions shall include using their Commercially Reasonable Efforts to obtain the consents, authorizations and approvals of all non-governmental third parties and Governmental Authorities whose consent is reasonably necessary to effectuate the Contemplated Transactions (including the Governmental Conditions and Third-Party Conditions) and to reasonably promptly as practicable the transactions contemplated by make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, any Related Agreement and the Contemplated Transactions required under any Contract or Applicable Law. Without limitation to cause the foregoing, through to the Closing Date (i) the Parties shall be obliged to keep each other reasonably informed of the steps taken in compliance with this Section 6.4 and the progress toward satisfying the of the closing conditions to Closing set forth in Article VIII hereof to occur, including, without limitation, cooperating with each other, using reasonable best efforts to obtain all necessary waivers, consents and approvals and effecting all necessary registrations and filings, including, without limitation: (i) obtaining the consents set forth on SCHEDULE 4.5 hereto; (ii) Delta or Purchaser submitting a report and notice to the Israeli Corporate and Securities Authorities and the shareholders of Delta if and as required under Israeli corporate and securities laws; and (iii) submitting information requested including by governmental authorities. In furtherance and not in limitation of the foregoing, each party hereto agrees to supply as promptly as practicable any additional information and documentary material that may be requested by a governmental authority pursuant to the H-S-R Act and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 7.4 necessary to cause the expiration or termination of the applicable waiting periods under the H-S-R Act as soon as practicable; provided that the failure to cause a condition to Closing to occur shall not be a breach of this Agreement unless the failure results from a party's failure to use its reasonable best efforts to cause such condition to occur. (b) Each of the Company and Delta shall, in connection with the efforts referenced in Section 7.4(a) hereof to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the H-S-R Act or any other Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects communicating with each other on a regular basis with respect to progress made to date in respect of satisfaction of any and all of the closing conditions set forth in Article VIII and any issues arising in connection with any filing therewith which might reasonably be expected to delay or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private partyprevent such satisfaction; and (ii) keep in relation to any Governmental Condition, if the other party informed in all material respects of any material communication received by such party from Purchaser or given by such party tothe Sellers, as the case may be, requests that it do so, the Federal Trade Commission (Sellers or the "FTC")Purchaser, as applicable, will use all Commercially Reasonable Efforts to provide the Antitrust Division requesting party with access to the Governmental Authority responsible for such Governmental Condition for the purposes of the Department of Justice (the "DOJ") or any other governmental entity, fulfilling such Governmental Condition and of any material communication received or given provide such information in connection with any proceeding by a private party, application in each case regarding any of connection with that Governmental Condition as the transactions contemplated hereby; and (iii) permit the other requesting party to review any materialshall reasonably request.

Efforts to Close. (a) Subject to the terms and conditions herein providedof this Agreement, each of the parties hereto agrees to Company and Parent shall use its all reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to cause the conditions to Closing set forth in Article VIII hereof to occurAgreement, including, without limitation, cooperating with each other, using reasonable best efforts to obtain all necessary waivers, consents and approvals and effecting all necessary registrations and filings, including, without limitation: including (i) obtaining the consents set forth on SCHEDULE 4.5 hereto; preparing and filing as promptly as practicable with any governmental authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) Delta obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any governmental authority or Purchaser submitting a report and notice other third party that are necessary, proper or advisable to consummate the Israeli Corporate and Securities Authorities and the shareholders of Delta if and as required under Israeli corporate and securities laws; and transactions contemplated by this Agreement. (iiib) submitting information requested by governmental authorities. In furtherance and not in limitation of the foregoing, each party hereto agrees of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby (the "Notification and Report Form") as promptly as practicable and use their commercially reasonable best efforts to (i) file the Notification and Report Form within fifteen (15) Business Days of the date of this Agreement, (ii) supply as promptly as practicable any additional information and documentary material that may be requested by a governmental authority pursuant to the H-S-R Act HSR Act, and use its reasonable best efforts to take, or cause to be taken, (iii) take all other actions consistent with this Section 7.4 necessary to cause the expiration or termination of the applicable waiting periods under the H-S-R HSR Act as soon as practicable; provided that . In connection with all filings made under the failure HSR Act, each of Parent and the Company shall in good faith reasonably cooperate and consult with each other. (c) In furtherance and not in limitation of the foregoing, if applicable, each of Parent and the Company shall make any appropriate filings pursuant to cause a condition the applicable foreign antitrust laws, rules and regulations ("Foreign Antitrust Laws") with respect to Closing to occur shall not be a breach of this Agreement unless the failure results from a party's failure to transactions contemplated hereby as promptly as practicable after the date hereof and use its their commercially reasonable best efforts to (i) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Foreign Antitrust Laws, and (ii) take all other actions necessary to cause such condition to occurthe expiration or termination of the applicable waiting periods under the Foreign Antitrust Laws as soon as practicable. In connection with all filings made under the Foreign Antitrust Laws, each of Parent and the Company shall in good faith reasonably cooperate and consult with each other. (bd) Each In furtherance and not in limitation of the foregoing, if applicable, each of Parent and the Company shall as promptly as practicable after the date hereof use their commercially reasonable best efforts to make any appropriate filings necessary to, and Delta shallshall obtain approval of this Agreement, in connection with the efforts referenced in Section 7.4(a) hereof to obtain all requisite approvals Merger and authorizations for the transactions contemplated by this Agreement under by the H-S-R Act Federal Communication Commission and the Public Utilities Commissions of any state in which such approval is required (the "CLEC Approvals"). In connection with all filings made in connection with CLEC Approvals, each of Parent and the Company shall in good faith reasonably cooperate and consult with each other (e) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall be deemed to require Parent or the Company or any other Antitrust Law, use its reasonable best efforts to: Subsidiary or Affiliate thereof to (i) cooperate in all respects with each other in connection with litigate or agree to litigate against any filing governmental entity or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; and (ii) keep take or agree to take any Action of Divestiture (as defined below). For purposes of this Agreement, an "Action of Divestiture" shall mean (i) making proposals, executing or carrying out agreements or submitting to legal requirements providing for the license, sale or other party informed in all material respects disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets that are material communication received by such party from or given by such party toto Parent, the Federal Trade Commission (Company or any of their respective Subsidiaries or the "FTC")holding separate of Company capital stock or imposing or seeking to impose any limitation on the ability of Parent, the Antitrust Division Company or any of their respective Subsidiaries, to conduct their respective businesses or own such assets or to acquire, hold or exercise full rights of ownership of the Department of Justice Company's business or (the "DOJ"ii) otherwise taking any step to avoid or eliminate any other governmental entityimpediment which may be asserted under any legal requirement governing competition, and of any material communication received monopolies or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party to review any materialrestrictive trade practices.

Efforts to Close. (a) Subject to the terms and conditions herein providedprovided herein, each of the parties hereto Parties agrees to cooperate and to use its commercially reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement Agreement, including the satisfaction of all conditions precedent to the obligations of such Party set forth herein that it is required and obligated to satisfy (or to cause to be satisfied) in order to proceed with the conditions to Closing set forth in Article VIII hereof to occur, including, without limitation, cooperating with each other, using reasonable best efforts to obtain all necessary waivers, consents and approvals and effecting all necessary registrations and filings, including, without limitation: (i) obtaining the consents set forth on SCHEDULE 4.5 hereto; (ii) Delta or Purchaser submitting a report and notice to the Israeli Corporate and Securities Authorities and the shareholders of Delta if and as required under Israeli corporate and securities laws; and (iii) submitting information requested by governmental authoritiesClosing. In furtherance and not in limitation of Without limiting the foregoing, each party hereto agrees to supply Party, as promptly as practicable any additional information and documentary material that practicable, shall use its commercially reasonable efforts to: (a) comply promptly with all legal requirements which may be requested imposed on it with respect to this Agreement and the transactions contemplated by a governmental authority pursuant to the H-S-R Act this Agreement, including furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental Body, and use its reasonable best efforts to takemake, or cause to be takenmade, all filings and submissions required to be made by it under applicable Law to consummate the transactions contemplated hereby; (b) obtain, or cause to be obtained, all consents and approvals necessary for it to consummate the transactions contemplated hereby; (c) take or cause to be taken all other actions consistent necessary and proper in order to fulfill its obligations hereunder; (d) coordinate and cooperate with this Section 7.4 necessary to cause the expiration other Party in providing such information and supplying such assistance as may be reasonably requested by such other Party, Governmental Body or termination of the applicable waiting periods under the H-S-R Act as soon as practicable; provided that the failure to cause a condition to Closing to occur shall not be a breach of this Agreement unless the failure results from a party's failure to use its reasonable best efforts to cause such condition to occur. (b) Each of the Company and Delta shall, other Person in connection with the efforts referenced foregoing; and (e) complete the Reorganization, if any. Notwithstanding the foregoing, neither Renova nor any of its Affiliates shall have any obligation to give any guarantee or pay any consent fee or other consideration of any nature in Section 7.4(a) hereof excess of US$1,000,000 in the aggregate in connection with the delivery of any waiver, consent, approval or authorization relating to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement. EMYC and Renova shall not take any action inconsistent with their obligations under this Agreement under that would materially hinder or delay the H-S-R Act or any other Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; and (ii) keep the other party informed in all material respects of any material communication received by such party from or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other governmental entity, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any consummation of the transactions contemplated hereby; and (iii) permit the other party to review any materialby this Agreement.

Efforts to Close. (a) Subject to the terms and conditions herein providedprovided in this Agreement and except as otherwise provided in this Agreement, each of the parties hereto agrees to shall cooperate with each other and use its commercially reasonable best efforts to take, or cause to be taken, all action actions, and to do, or cause to be done, all things necessary, proper or advisable advisable, or as required under applicable Legal Requirements, to consummate and make effective the Transactions as promptly as practicable the transactions contemplated practicable, including by this Agreement and using commercially reasonable efforts to cause take all action necessary to satisfy all of the conditions to Closing the obligations of the other party or parties hereto to effect the Transactions set forth in Article VIII hereof to occurVII, including, without limitation, cooperating with each other, using reasonable best efforts to obtain all necessary waivers, consents and consents, approvals and effecting other documents required to be delivered by such party hereunder and to effect all necessary registrations and filingsfilings and to remove any injunctions or other impediments or delays, includinglegal or otherwise, without limitation: (i) obtaining in each case in order to consummate and make effective the consents set forth on SCHEDULE 4.5 hereto; (ii) Delta or Purchaser submitting a report and notice Transactions for the purpose of securing to the Israeli Corporate and Securities Authorities and parties hereto the shareholders of Delta if and as required under Israeli corporate and securities laws; and (iii) submitting information requested benefits contemplated by governmental authorities. In furtherance and not in limitation of the foregoing, each party hereto agrees to supply as promptly as practicable any additional information and documentary material that may be requested by a governmental authority pursuant to the H-S-R Act and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 7.4 necessary to cause the expiration or termination of the applicable waiting periods under the H-S-R Act as soon as practicable; provided that the failure to cause a condition to Closing to occur shall not be a breach of this Agreement unless the failure results from a party's failure to use its reasonable best efforts to cause such condition to occurAgreement. (b) Each of the Seller, the Company and Delta shallBuyer shall use their commercially reasonable best efforts to prepare and file all necessary documentation, effect all necessary applications, notices, petitions, registration, filings and other documents, and obtain the authorization, approval or consent of any Governmental Entity, whether U.S. federal, state, local or foreign, and all other approvals and consents from any other Person (including the Required Consents) that may be reasonably required in connection with the efforts referenced in Section 7.4(a) hereof consummation of the Transactions. To the extent permitted by Legal Requirements, and subject to obtain all requisite approvals and authorizations for applicable privileges (including the transactions contemplated by this Agreement under attorney-client privilege), each of the H-S-R Act or any other Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; and (ii) keep parties hereto shall promptly inform the other party informed in all material respects of any material communication received between the Company or Buyer (as applicable) and any Governmental Entity regarding the Transactions. If the Company or Buyer or any Affiliate thereof shall receive any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the Transactions, then the Company or Buyer (as applicable) shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. (c) Pursuant to Section 721 and the CFIUS Regulations, Buyer, and the Seller shall use their commercially reasonable best efforts to prepare and file with CFIUS (1) a draft joint voluntary notice of the Transactions within fifteen (15) Business Days following the date of this Agreement and (2) a formal joint voluntary notice pursuant to Section 721, as promptly as practicable after receipt of CFIUS comments on such draft joint voluntary notice or confirmation by CFIUS that it has no comments. Buyer or Seller shall make all commercially reasonable best efforts to secure CFIUS Clearance as promptly as practicable after the date of the filing of the joint voluntary notice; provided that for purposes of this Section 6.1(c), “commercially reasonable best efforts” shall mean, in respect of obtaining CFIUS Clearance, that each party shall pay all costs, expenses and fees incurred by each such party from in connection therewith and the parties shall otherwise take all such commercially reasonable actions and agree to such commercially reasonable requirements or given conditions to mitigate any national security concerns as may be requested or required by such party toCFIUS in connection with, or as a condition of, the Federal Trade Commission (CFIUS Clearance; provided, however, that Buyer shall not be required to enter into any agreement that materially interferes with Buyer’s ability to participate in the "FTC")management, the Antitrust Division effective control or exercise of full rights of ownership of the Department of Justice (the "DOJ") Company, including any obligation to sell, transfer, hold separate, divest, or any other governmental entity, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any otherwise dispose of the transactions contemplated hereby; and (iii) permit Company’s businesses or assets or the other party to review any materialassets of the Business.

Efforts to Close. (a) Subject Upon the terms and subject to the conditions herein providedand other agreements set forth in this Agreement, each Seller and Buyer shall (a) refrain from taking any actions that could reasonably be expected to impair, delay or impede the Closing, and (b) without limiting any other provision of this Agreement, use commercially reasonable efforts to cause all the conditions to the obligations of the parties other party to consummate the transactions contemplated by this Agreement to be met as soon as reasonably practicable. Notwithstanding the foregoing or anything else in this Agreement, nothing in this Agreement shall require Seller to agree to or execute any material changes to any Contracts, offer or grant any accommodation (financial or otherwise), commence any Proceeding or make any payments to any third party in order to obtain third party consents to the transactions contemplated by this Agreement, except in the case where such material change shall only be effective upon the Closing and where such payments are expressly contemplated by a Contract between Seller and such third party. (b) Seller hereby covenants and agrees that it will not enter into any public offering, merger, combination, divestiture, financing, joint venture, sale and/or acquisition agreement in whatever form, except for agreements in the ordinary course of business (including, without limitation, joint venture, sale license or distribution agreements) or enter into any other transaction that would preclude the consummation of the transactions contemplated by this Agreement. (c) Promptly after the execution of this Agreement, Seller shall deliver to Hope Road Merchandising, L.L.C. a notice of the assignment of the License Agreement in the form attached hereto agrees to as Exhibit E as required under Section 20(c) of the License Agreement. (d) Buyer shall use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective obtain as promptly soon as practicable possible after the transactions contemplated by date of this Agreement a consent and to cause waiver from Aegis Capital Corp. so that the NBEV Shares may be issued as soon as all of the other closing conditions to Closing set forth herein have been satisfied or waived, free from the lock-up restriction set forth in Article VIII hereof to occur, including, without limitation, cooperating with each other, using reasonable best efforts to obtain all necessary waivers, consents and approvals and effecting all necessary registrations and filings, including, without limitation: (i) obtaining the consents set forth on SCHEDULE 4.5 hereto; (ii) Delta or Purchaser submitting a report and notice to the Israeli Corporate and Securities Authorities and the shareholders of Delta if and as required under Israeli corporate and securities laws; and (iii) submitting information requested by governmental authorities. In furtherance and not in limitation Section 3.17 of the foregoing, each party hereto agrees to supply as promptly as practicable any additional information and documentary material that may be requested by a governmental authority pursuant to the H-S-R Act and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 7.4 necessary to cause the expiration or termination of the applicable waiting periods under the H-S-R Act as soon as practicable; provided that the failure to cause a condition to Closing to occur shall not be a breach of this Agreement unless the failure results from a party's failure to use its reasonable best efforts to cause such condition to occurUnderwriting Agreement. (b) Each of the Company and Delta shall, in connection with the efforts referenced in Section 7.4(a) hereof to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the H-S-R Act or any other Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; and (ii) keep the other party informed in all material respects of any material communication received by such party from or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other governmental entity, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party to review any material

Efforts to Close. Each Party shall take all such actions as are within its power and otherwise use its best efforts to satisfy (aor cause the satisfaction of) Subject the Closing Conditions in Article 8 to the conditions herein providedextent that such is within its control, each of the parties hereto agrees to use its reasonable best efforts and to take, or cause to be taken, all other reasonable action and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law to consummate complete the transactions contemplated hereby as soon as reasonably practicable following the date hereof, and make effective as promptly as practicable not to take or agree to take any action that would reasonably be expected to delay or prevent the consummation of the transactions contemplated by this Agreement Agreement, including taking all such actions as are necessary in respect of the following: (a) the establishment of the JV Company by Barrick; (b) the execution and delivery of the JV Agreement; (c) completion of the Barrick Pre-Closing Transactions and the Newmont Pre- Closing Transactions; (d) during the Interim Period, causing the JV Company to cause do all such things as may be necessary or advisable in order to give effect to the conditions to Closing set forth transactions contemplated in Article VIII hereof to occur, including, without limitation, this Agreement; (e) obtaining or cooperating with each other, using reasonable best efforts to obtain in obtaining all necessary waivers, consents and approvals and required to be obtained to consummate the transactions contemplated hereby; (f) effecting or cooperating in effecting all necessary registrations and filings, including, without limitation: (i) obtaining the consents set forth on SCHEDULE 4.5 hereto; (ii) Delta or Purchaser submitting a report filings and notice to the Israeli Corporate and Securities Authorities and the shareholders submissions of Delta if and as required under Israeli corporate and securities laws; and (iii) submitting information requested by governmental authorities. In furtherance and not in limitation of the foregoing, each party hereto agrees to supply as promptly as practicable any additional information and documentary material that may be requested by a governmental authority pursuant to the H-S-R Act and use its reasonable best efforts to take, or cause Governmental Authorities required to be taken, all other actions consistent with this Section 7.4 necessary to cause the expiration or termination of the applicable waiting periods under the H-S-R Act as soon as practicable; provided that the failure to cause a condition to Closing to occur shall not be a breach of this Agreement unless the failure results from a party's failure to use its reasonable best efforts to cause such condition to occur. (b) Each of the Company and Delta shall, effected by it in connection with the efforts referenced transactions contemplated hereby and participating and appearing in Section 7.4(aany required proceeding before Governmental Authorities in connection herewith; (g) hereof opposing, lifting or rescinding or cooperating in opposing, lifting or rescinding any injunction or restraining order or other order or action seeking to stop, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated under this Agreement; (h) (i) cooperating to split, replace or otherwise modify Contracts applicable to the operations of both the Newmont Contributed Assets and other operations of Newmont, and (ii) if requested by Newmont, negotiating in good faith to implement a toll milling arrangement with the JV Company in respect of Newmont’s Cripple Creek and ▇▇▇▇▇▇ mine on terms mutually acceptable to Barrick and Newmont; (i) cooperating to obtain all requisite approvals any necessary third party valuations of the Newmont Contributed Assets and authorizations of the Barrick Contributed Assets for ▇▇▇▇▇▇▇’▇ use and Newmont’s use, in recording the transactions accounting impacts associated with the transaction contemplated by this Agreement under and the H-S-R Act or any joint venture formed in connection herewith; and (j) otherwise cooperating with the other Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other Party in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; and (ii) keep the other party informed in all material respects of any material communication received performance by such party from or given by such party toother Party of its obligations hereunder. For greater clarity, the Federal Trade Commission (foregoing shall in no way condition or qualify the "FTC"), the Antitrust Division covenants of the Department of Justice (Parties set out herein and the "DOJ") or any other governmental entity, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party Parties’ respective obligations to review any materialperform such covenants.

Efforts to Close. (a) Purchaser represents and warrants to Seller that it knows of no reason that the Closing conditions set forth in Article VIII cannot be satisfied prior to the Termination Date. Subject to the terms and conditions herein providedherein, each of the parties hereto agrees to Parties shall use its reasonable best efforts Commercially Reasonable Efforts to take, or cause all of the conditions to the consummation of the Closing to be takenfulfilled or otherwise satisfied by it, all action and to do, or cause take all other actions and to be done, do all other things necessary, proper or advisable necessary in order to consummate and make effective effective, as promptly soon as practicable reasonably practicable, the transactions contemplated by this Agreement Agreement. Each Party shall use its Commercially Reasonable Efforts to obtain all authorizations, consents, orders, and approvals of, and to cause give all notices to and make all filings with, all Governmental Authorities (including those pertaining to Governmental Approvals) and other Third Parties that may be or become necessary to effectuate the conditions to Closing set forth in Article VIII hereof to occurtransactions contemplated hereby, including, without limitationin the case of Seller, cooperating with each otherSeller’s Required Regulatory Approvals and Seller’s Required Consents, using reasonable best efforts to obtain all necessary waiversand in the case of Purchaser, consents the Purchaser’s Required Regulatory Approvals and approvals Purchaser’s Required Consents, and effecting all other necessary registrations and filings, including, without limitation: , filings under applicable Law, including under the HSR Act and with FERC and applicable state utility regulatory commissions, and all other necessary filings with, or notices to, any Governmental Authority. Seller shall use its Commercially Reasonable Efforts to cooperate with Purchaser in obtaining the requisite consents to the transfer of the Environmental Permits which constitute Transferable Permits and shall cooperate with Purchaser in connection with Purchaser’s efforts to obtain the reissuance or procurement of other Environmental Permits. Each Party shall cooperate fully with the other Party in promptly seeking to obtain all such authorizations, consents, orders, and approvals, giving such notices, and making such filings. The Parties hereto shall have the right to review in advance all characterizations of the information relating to this Agreement and the transactions contemplated hereby that appear in any filing made with a Governmental Authority as contemplated herein. Each of Seller and Purchaser agrees to make appropriate filings of (i) obtaining a Notification and Report Form pursuant to the consents set forth on SCHEDULE 4.5 hereto; HSR Act and any required filings with FERC or for other Federal Approvals, with respect to the transactions contemplated hereby within twenty (20) Business Days of the date hereof and (ii) Delta any required filings with applicable state utility regulatory commissions or Purchaser submitting a report and notice to the Israeli Corporate and Securities Authorities and the shareholders of Delta if and as required under Israeli corporate and securities laws; and for other State Approvals within thirty (iii30) submitting information requested by governmental authorities. In furtherance and not in limitation calendar days of the foregoing, each party hereto agrees date hereof. The Parties shall respond promptly to supply as promptly as practicable any requests for additional information made by any of such agencies, and documentary material that may be requested by a governmental authority pursuant to the H-S-R Act and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 7.4 necessary to cause the expiration or termination of the applicable waiting periods under the H-S-R HSR Act as soon as practicable; provided that to terminate or expire, and the failure approvals of FERC and applicable state utility regulatory commissions to cause a condition to Closing to occur shall not be a breach obtained, at the earliest possible date after the date of this Agreement unless the failure results from a party's failure to use its reasonable best efforts to cause such condition to occurfiling. (b) Each Party will provide the other with copies of all written communications from Governmental Authorities relating to the Company approval or disapproval of this Agreement, the Ancillary Agreements and Delta shall, in connection with the efforts referenced in Section 7.4(a) hereof to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under hereby and thereby. (c) Notwithstanding the H-S-R Act or any other Antitrust Lawforegoing, use its reasonable best efforts to: it is agreed that, while Seller shall initiate the process of obtaining certain consents and shall cooperate as described above, Purchaser shall have (i) cooperate in the primary responsibility to secure, at Purchaser’s sole cost and expense, all respects with each other in connection with consents, approvals and waivers from any filing Persons for the transfer, issuance, reissuance or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; and (ii) keep the other party informed in all material respects renewal of any material communication received by such party from necessary Permits effective prior to the Closing Date that are required for the ownership, lease, use, maintenance or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division operation of the Department of Justice (the "DOJ") or any other governmental entity, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party to review any materialPurchased Assets.

Efforts to Close. (a) Subject to the conditions herein providedthis Section 6.1, each of the parties hereto Parties agrees to use its their commercially reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective effective, as promptly soon as practicable reasonably practicable, and in any event on or prior to September 30, 2005, the transactions contemplated by this Agreement and to cause Transactions, including the satisfaction of all conditions to Closing thereto set forth in Article VIII hereof herein. Such actions shall include, exercising their commercially reasonable efforts to occurobtain the consents, authorizations and approvals of all private parties and any Governmental Authority whose consent is reasonably necessary to effectuate the Transactions, including, without limitationin the case of Sellers, cooperating with each otherSellers' Required Regulatory Approvals and Sellers' Required Consents, using reasonable best efforts to obtain all necessary waiversand in the case of Purchasers, consents Purchasers' Required Regulatory Approvals and approvals Purchasers' Required Consents, and effecting all other necessary registrations and filings, includingincluding filings under Applicable Laws, without limitation: (i) obtaining the consents set forth on SCHEDULE 4.5 hereto; (ii) Delta or Purchaser submitting a report and notice to the Israeli Corporate and Securities Authorities and the shareholders of Delta if and as required under Israeli corporate and securities laws; and (iii) submitting information requested by governmental authoritiesall other necessary filings with any Governmental Authority. In furtherance and not in limitation of the foregoingthis Section 6.1, each party hereto agrees Party shall designate a representative to supply act as promptly as practicable any additional information the primary point of contact for all communications between the Parties between the Effective Date and documentary material that may be requested by a governmental authority pursuant the Closing Date with respect to the H-S-R Act and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 7.4 necessary to cause the expiration or termination of the applicable waiting periods under the H-S-R Act as soon as practicable; provided that the failure to cause a condition to Closing to occur shall not be a breach of this Agreement unless and the failure results from a party's failure to use its reasonable best efforts to cause such condition to occurTransactions. (b) Each All appearances, presentations, briefs, and proposals made or submitted by or on behalf of any Party before any Governmental Authority in connection with the approval of this Agreement or the Transactions shall be subject to the joint approval or disapproval in advance and the joint control of the Company Parties, acting with the advice of their respective counsel, and Delta shalleach Party will consult and fully cooperate with the other Party, and consider in good faith the views of the other Party, in connection with any such appearance, presentation, brief, or proposal; provided, that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. Each Party will provide the efforts referenced in Section 7.4(a) hereof other with copies of all written communications from Governmental Authorities relating to obtain all requisite approvals and authorizations for the transactions contemplated by approval or disapproval of this Agreement under or the H-S-R Act or any other Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; and (ii) keep the other party informed in all material respects of any material communication received by such party from or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other governmental entity, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party to review any materialTransactions.

Efforts to Close. (a) Subject Upon the terms and subject to the conditions herein providedand other agreements set forth in this Agreement, each Sellers and Buyer shall (a) refrain from taking any actions that could reasonably be expected to impair, delay or impede the Closing, and (b) without limiting any other provision of this Agreement, use commercially reasonable efforts to cause all the conditions to the obligations of the parties hereto agrees other party to consummate the transactions contemplated by this Agreement to be met as soon as reasonably practicable. (b) Buyer shall use its reasonable best efforts to take(x) enter into the Committment Letter and (y) arrange and obtain the Financing on the terms and conditions described in the Commitment Letter, including maintaining in effect the Commitment Letter and using its reasonable best efforts to (i) satisfy on a timely basis all conditions and covenants in the Commitment Letter, (ii) promptly negotiate definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter or on other terms in the aggregate not materially less favorable to Buyer (unless otherwise agreed by Seller in its sole discretion), and (iii) consummate the Financing at or prior to Closing. Buyer shall not amend, alter or waive, or cause agree to be takenamend, all action alter or waive, the Commitment Letters in any way that (x) materially and adversely affects the amount, availability, conditionality or enforceability of the Financing or Buyer's ability to doconsummate the transactions contemplated hereby, or cause (y) could reasonably be expected to be donedelay, all things necessaryhinder or prevent the Closing or make the Closing or funding of the Financing less likely to occur. (c) Sellers hereby covenant and agree that they will not enter into any public offering, proper merger, combination, divestiture, financing, joint venture, sale and/or acquisition agreement in whatever form, except for agreements in the ordinary course of business (including, without limitation, joint venture, sale license or advisable to consummate and make effective as promptly as practicable distribution agreements) or enter into any other transaction that would preclude the consummation of the transactions contemplated by this Agreement and to cause the conditions to Closing set forth in Article VIII hereof to occur, including, without limitation, cooperating with each other, using reasonable best efforts to obtain all necessary waivers, consents and approvals and effecting all necessary registrations and filings, including, without limitation: (i) obtaining the consents set forth on SCHEDULE 4.5 hereto; (ii) Delta or Purchaser submitting a report and notice to the Israeli Corporate and Securities Authorities and the shareholders of Delta if and as required under Israeli corporate and securities laws; and (iii) submitting information requested by governmental authorities. In furtherance and not in limitation of the foregoing, each party hereto agrees to supply as promptly as practicable any additional information and documentary material that may be requested by a governmental authority pursuant to the H-S-R Act and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 7.4 necessary to cause the expiration or termination of the applicable waiting periods under the H-S-R Act as soon as practicable; provided that the failure to cause a condition to Closing to occur shall not be a breach of this Agreement unless the failure results from a party's failure to use its reasonable best efforts to cause such condition to occurAgreement. (b) Each of the Company and Delta shall, in connection with the efforts referenced in Section 7.4(a) hereof to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the H-S-R Act or any other Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; and (ii) keep the other party informed in all material respects of any material communication received by such party from or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other governmental entity, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party to review any material

Efforts to Close. (a) Subject to the terms and conditions herein providedherein, each of the parties hereto agrees Parties shall cooperate, and shall cause their Representatives to cooperate, with the other and use its commercially reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective effective, as promptly soon as practicable reasonably practicable, the transactions contemplated by this Agreement Transactions. Such actions shall include (i) in the case of Seller, exercising commercially reasonable efforts to (A) file a motion with the Bankruptcy Court seeking approval of the Final Sale Order within ten (10) Business Days after the Effective Date, and have the Final Sale Order approved as soon as possible thereafter; provided, that the Seller shall not be required to cause file the Final Sale Order on an “emergency basis,” (B) obtain each of the Consents of any Governmental Authority or other Person required for the Closing to occur or required to transfer, convey, and assign the Purchased Assets and the Assumed Liabilities to Purchaser at the Closing, including Seller’s Regulatory Approvals and Seller’s Consents, (C) effect all other necessary notifications, registrations, and filings, including filings under Laws, and all other necessary filings with any Governmental Authority having jurisdiction over Seller or the Project, (D) obtain the instruments and documents described in Section 3.2(e), (E) release or remove, or obtain the release or removal of, all Encumbrances described in Part II of Schedule 1.1C, and (F) satisfy all conditions of Seller to the Closing set forth in Article VIII hereof to occurherein, including, without limitation, cooperating with each other, using reasonable best efforts to obtain all necessary waivers, consents and approvals and effecting all necessary registrations and filings, including, without limitation: (i) obtaining the consents set forth on SCHEDULE 4.5 hereto; (ii) Delta or Purchaser submitting a report and notice to the Israeli Corporate and Securities Authorities and the shareholders of Delta if and as required under Israeli corporate and securities laws; and (iii) submitting information requested by governmental authorities. In furtherance and not in limitation of the foregoing, each party hereto agrees to supply as promptly as practicable any additional information and documentary material that may be requested by a governmental authority pursuant to the H-S-R Act and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 7.4 necessary to cause the expiration or termination of the applicable waiting periods under the H-S-R Act as soon as practicable; provided that the failure to cause a condition to Closing to occur shall not be a breach of this Agreement unless the failure results from a party's failure to use its reasonable best efforts to cause such condition to occur. (b) Each of the Company and Delta shall, in connection with the efforts referenced in Section 7.4(a) hereof to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the H-S-R Act or any other Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; and (ii) keep in the other party informed in all material respects case of Purchaser, exercising commercially reasonable efforts to (A) obtain each of the Consents of any material communication received by such party Governmental Authority or other Person required for the Closing to occur or required to receive the Purchased Assets and the Assumed Liabilities from or given by such party toSeller at the Closing, the Federal Trade Commission including Purchaser’s Regulatory Approvals and Purchaser’s Consents, (the "FTC")B) effect all other necessary notifications, the Antitrust Division of the Department of Justice (the "DOJ") or any other governmental entityregistrations, and of any material communication received or given in connection filings, including filings under Laws, and all other necessary filings with any proceeding by a private partyGovernmental Authority having jurisdiction over Purchaser or the Project, and (C) satisfy all conditions of Purchaser to the Closing set forth herein, in each case regarding without limiting Seller’s or Purchaser’s (as applicable) obligations under this Agreement or any of the transactions contemplated hereby; and (iii) permit the other party to review any materialAncillary

Efforts to Close. (a) Subject Each Party will use its reasonable efforts to take such actions and do such things necessary, proper, or advisable to consummate, make effective, and comply with all of the terms of this Agreement (including satisfaction, but not waiver, of the Closing conditions for which it is responsible or otherwise in control, as set forth in ARTICLE 9). Each Party shall cooperate with the others in connection with all actions to be taken in connection with the foregoing sentence (including satisfaction, but not waiver, of the Closing conditions for which it is responsible or otherwise in control, as set forth in ARTICLE 9). Sellers will, and will cause their Affiliates to, give any notices to Third Parties, and will use their reasonable efforts to obtain any consents of Third Parties, referred to herein or otherwise required to be made or obtained in order to transfer or assign any of the Acquired Assets to Buyer hereunder. The form and content of all such notices and consents shall be mutually agreeable to the conditions herein providedParties, acting reasonably. Without limiting the foregoing, each Party shall cooperate with the others in order to identify any hedging instruments relating to Seller Pipeline Loans that bear interest rate guarantees and negotiate and enter into, at closing, such instruments of assignment and assumption that may be necessary in order to transfer such hedging instruments to Buyer and to counterparties reasonably acceptable to Buyer. (b) Without limiting the generality of Section 7.3(a), each of the parties hereto agrees to Parties will use its reasonable best efforts to takeobtain all permits, or cause to be takenconsents, approvals and authorizations of all action and to do, or cause to be done, all things necessary, proper or advisable Governmental Authorities necessary to consummate the transactions contemplated hereby, including the consents and make effective approvals referred to in Section 5.2 of the Buyer Disclosure Schedule and Schedule 6.2. In furtherance (but not in limitation) of the foregoing, Sellers and Buyer shall file any required applications, notice or other filings with Governmental Authorities as promptly soon as reasonably practicable after the execution hereof. To the extent permitted by Law, each Party shall keep the others apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and to cause shall promptly inform the conditions to Closing set forth in Article VIII hereof to occurother Parties of any oral communication with, includingand provide copies of any written communications with, without limitation, cooperating with each other, using reasonable best efforts to obtain all necessary waivers, consents and approvals and effecting all necessary registrations and filings, including, without limitation: (i) obtaining any Governmental Authority regarding the consents set forth on SCHEDULE 4.5 hereto; (ii) Delta or Purchaser submitting a report and notice to transactions contemplated under this Agreement. To the Israeli Corporate and Securities Authorities and the shareholders of Delta if and as required under Israeli corporate and securities laws; and (iii) submitting information requested extent permitted by governmental authorities. In furtherance and not in limitation of the foregoingLaw, each party hereto agrees Party agrees, upon request, to supply furnish the other Parties with all information concerning itself, its subsidiaries (if applicable), directors, officers and stockholders, and such other matters as promptly as practicable any additional information and documentary material that may be requested reasonably necessary or advisable in connection with any filing, notice or application made by a governmental authority pursuant or on behalf of such other Parties or any of their respective subsidiaries (if applicable) to the H-S-R Act and use its reasonable best efforts to take, any Third Party or cause to be taken, all other actions consistent with this Section 7.4 necessary to cause the expiration or termination of the applicable waiting periods under the H-S-R Act as soon as practicable; provided that the failure to cause a condition to Closing to occur shall not be a breach of this Agreement unless the failure results from a party's failure to use its reasonable best efforts to cause such condition to occur. (b) Each of the Company and Delta shall, Governmental Authority in connection with the Transactions. The Seller Parties shall reasonably cooperate with the Buyer in connection with Buyer’s efforts referenced in Section 7.4(ato enter into new investor agreements; provided, that the foregoing shall not obligate any Seller Party to expend any funds or enter into any Contract. (c) hereof to obtain all requisite approvals and authorizations Buyer shall apply for the transactions contemplated FDIC Approval within 30 days following the date hereof, and if Buyer fails to do so, then, notwithstanding anything to the contrary herein, Buyer shall not have any rights to extend the End Date under Section 10.1(b) (meaning the End Date shall be 150 days following the date hereof unless extended by this Agreement under Parent pursuant to Section 10.1(b)(i)). (d) To the H-S-R Act extent permitted by Law, Buyer shall provide HLC Inc. with monthly updates (or more frequently as may be reasonably requested by HLC Inc.) related to Buyer’s process of obtaining the FDIC Approval and shall promptly inform the Seller Parties if Buyer or its Affiliates become aware that the FDIC Approval is reasonably likely to be materially delayed, conditioned or withheld. (e) Within a reasonable period of time following the date hereof, Buyer shall contact each Tier 1 and Tier 2 Investor and, thereafter, shall use its reasonable efforts to submit all requested materials to each Tier 1 or Tier 2 Investor for approval within a reasonable period of time after being requested to do so by such Tier 1 or Tier 2 Investor. (f) Buyer shall provide HLC Inc. with a copy of each written proposal, term sheet or other Contract from a Tier 1 or Tier 2 Investor concerning a potential investor agreement and each written proposal, term sheet or other Contract that Buyer provides to a Tier 1 or Tier 2 Investor concerning a potential investor agreement; provided, that Buyer shall have no obligation to provide HLC Inc. with any such materials the disclosure of which would violate any Law or result in a breach of the confidentiality provisions of such proposal, term sheet or other Contract, or any other Antitrust LawContract to which Buyer or any of its Affiliates is a party or bound. Buyer shall also provide HLC Inc. with monthly updates (or more frequently as may be reasonably requested by HLC Inc.) related to Buyer’s process of obtaining the Bona Fide Proposals and shall promptly inform the Seller Parties if Buyer or its Affiliates become aware that satisfaction of the condition set forth in Section 9.1(m) is reasonably likely to be materially delayed, use its reasonable best efforts to: conditioned or withheld. (g) Notwithstanding the foregoing or anything else in this Agreement to the contrary, (i) cooperate in all respects with each none of any Seller Party, Buyer or any of their respective Affiliates shall have any obligation to offer or pay any consideration (other in connection with any than customary filing or submission and processing fees with Governmental Authorities) in connection with order to obtain any investigation consents, approvals or other inquiry, including any proceeding initiated by a private party; authorizations referred to in this Section 7.3 and (ii) keep the other party informed in all material respects of any material communication received by such party from or given by such party Sellers shall not, and shall cause their Affiliates not to, make any agreement or understanding affecting the Federal Trade Commission (the "FTC")Acquired Assets, the Antitrust Division Assumed Liabilities or the Business as a condition for obtaining any such consents, approvals or authorizations except with the prior written consent of the Department of Justice (the "DOJ") or any other governmental entity, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party to review any materialBuyer.

Efforts to Close. (a) Subject to the conditions herein provided, each of the parties hereto agrees to Each Party will use its reasonable best efforts Reasonable Efforts to take, or cause to be taken, take all action actions and to do, or cause to be done, do all things necessary, proper proper, or advisable to consummate consummate, make effective, and make effective as promptly as practicable comply with all of the transactions contemplated by terms of this Agreement (including entry into the Transaction Documents as applicable and to cause satisfaction, but not waiver, of the Closing conditions to Closing for which it is responsible or otherwise in control, as set forth in Article VIII hereof to occur, including, without limitation, cooperating 9). Each Party shall cooperate with each other, using reasonable best efforts to obtain the other in connection with all necessary waivers, consents and approvals and effecting all necessary registrations and filings, including, without limitation: (i) obtaining the consents set forth on SCHEDULE 4.5 hereto; (ii) Delta or Purchaser submitting a report and notice to the Israeli Corporate and Securities Authorities and the shareholders of Delta if and as required under Israeli corporate and securities laws; and (iii) submitting information requested by governmental authorities. In furtherance and not in limitation of the foregoing, each party hereto agrees to supply as promptly as practicable any additional information and documentary material that may be requested by a governmental authority pursuant to the H-S-R Act and use its reasonable best efforts to take, or cause actions to be taken, all other actions consistent with this Section 7.4 necessary to cause the expiration or termination of the applicable waiting periods under the H-S-R Act as soon as practicable; provided that the failure to cause a condition to Closing to occur shall not be a breach of this Agreement unless the failure results from a party's failure to use its reasonable best efforts to cause such condition to occur. (b) Each of the Company and Delta shall, taken in connection with the foregoing sentence. Seller and Shareholders shall fully cooperate with Buyer (and will exercise Reasonable Efforts) in, Buyer’s licensing efforts referenced in Section 7.4(a) hereof (including, prior to Closing, at Closing and after Closing), including assisting Buyer to obtain all requisite approvals of the Licenses set forth on Schedule 9.1(j). Seller and authorizations for the transactions contemplated by this Agreement under the H-S-R Act or Shareholders will give any other Antitrust Lawnotices to Third Parties, and will use its reasonable best efforts Reasonable Efforts to obtain any Third Party Consents referred to herein. The form and content of all notices shall be mutually agreeable to the Parties, acting reasonably. Seller will give any notices to: (i) cooperate in , make any filings with, and use its Reasonable Efforts to obtain all respects with each other Licenses and Consents of Governmental Authorities, if any, required of Seller pursuant to any applicable Law in connection with the Transactions. Buyer will give any filing or submission notices to, make any filings with, and use its Reasonable Efforts to obtain all Licenses and Consents of Governmental Authorities, if any, required of Buyer pursuant to any applicable Law in connection with any investigation or the Transactions. In addition, Buyer and Seller shall work together expeditiously and in good faith to identify and obtain all other inquiryConsents needed in order to consummate the Transactions, including but not limited to consumer consents that may be necessary to transfer the Acquired Seller Pipeline Loans, counterparty consents that may be necessary to transfer the Contracts, Business Intellectual Property and other agreements, and consents that may be required by any proceeding initiated by state and federal licenses and approvals. Furthermore, upon execution of this Agreement, Seller shall provide to Buyer a private party; and (ii) keep the other party informed in all material respects of any material communication received by such party from or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division preliminary list of the Department Contracts that require counterparty consent for assignment of Justice (the "DOJ") or any other governmental entitysuch Contract to Buyer, and of any material communication received or given Seller, working in connection coordination with any proceeding by Buyer, will provide to Buyer, no later than 21 days prior to Closing, a private party, in each case regarding any final list of the transactions contemplated hereby; and (iii) permit Contracts that require counterparty consent for assignment of such Contract to Buyer. Furthermore, upon execution of this Agreement, Seller shall provide to Buyer a preliminary list of the other party Consents from Governmental Authorities that are required to review any materialoperate the Business, and, working in coordination with Buyer, Seller will provide to Buyer, no later than 14 days following the date hereof, a final list of such Consents from Governmental Authorities.

Efforts to Close. (a) Subject to the terms and conditions herein providedherein, each of the parties hereto agrees to Parties shall use its commercially reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. contemplated hereby, and each of the Parties shall use commercially reasonable efforts to jointly consult and cooperate with the other Parties to consummate and make effective the transactions contemplated hereby, as soon as reasonably practicable, including the satisfaction of all conditions thereto set forth herein; provided, however, that this shall in no way impair the Parties’ respective termination rights under Section 13.01. The Sellers and Purchaser shall jointly consult and cooperate prior to all appearances, presentations, briefs and proposals made or submitted by or on behalf of either Seller or Purchaser before any regulatory authority in connection with the approval of this Agreement and to cause the conditions to Closing set forth in Article VIII hereof to occur, including, without limitation, cooperating transactions contemplated hereby and the Sellers and Purchaser will consult and fully cooperate with each other, using reasonable best efforts to obtain all necessary waivers, consents and approvals and effecting all necessary registrations and filings, including, without limitation: (i) obtaining consider in good faith the consents set forth on SCHEDULE 4.5 hereto; (ii) Delta or Purchaser submitting a report and notice to the Israeli Corporate and Securities Authorities and the shareholders of Delta if and as required under Israeli corporate and securities laws; and (iii) submitting information requested by governmental authorities. In furtherance and not in limitation views of the foregoing, each party hereto agrees to supply as promptly as practicable any additional information and documentary material that may be requested by a governmental authority pursuant to the H-S-R Act and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 7.4 necessary to cause the expiration or termination of the applicable waiting periods under the H-S-R Act as soon as practicable; provided that the failure to cause a condition to Closing to occur shall not be a breach of this Agreement unless the failure results from a party's failure to use its reasonable best efforts to cause such condition to occur. (b) Each of the Company and Delta shallother, in connection with any such appearance, presentation, brief or proposal; provided, that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. The Sellers and Purchaser will provide the efforts referenced in Section 7.4(a) hereof other with copies of all written communications from Governmental Authorities relating to obtain all requisite approvals and authorizations for the transactions contemplated by approval or disapproval of this Agreement under the H-S-R Act or any other Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; and (ii) keep the other party informed in all material respects of any material communication received by such party from or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other governmental entity, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit , including any Seller Regulatory Approval or Purchaser Regulatory Approval, as applicable. Sellers shall use commercially reasonable efforts to cooperate with Purchaser in its efforts to obtain the other party estoppel certificates attached as Exhibit 8.02(a). For the avoidance of doubt, in no event shall such cooperation require either Seller to review make any materialpayment to the signatories of such estoppel certificates.

Efforts to Close. (a) Subject to the terms and conditions herein providedherein, each of the parties hereto agrees Parties shall cooperate, and shall cause their Representatives to cooperate, with the other Parties and use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable Commercially Reasonable Efforts to consummate and make effective effective, as promptly soon as practicable reasonably practicable, the transactions contemplated by this Agreement Transactions. Such actions shall include (i) in the case of Seller, exercising Commercially Reasonable Efforts to (A) obtain the Consents of any Governmental Authority or other Person required for the Closing to occur or required to transfer, convey and assign the Purchased Assets and the Assumed Liabilities to cause the conditions to Closing set forth in Article VIII hereof to occurapplicable Purchaser at the Closing, includingincluding Seller's Regulatory Approvals and Seller's Consents, without limitation(B) effect all other necessary notifications, cooperating with each other, using reasonable best efforts to obtain all necessary waivers, consents and approvals and effecting all necessary registrations and filings, includingincluding filings under Laws, without limitation: and all other necessary filings with any Governmental Authority having jurisdiction over Seller or the Project, (iC) obtaining release or remove, or obtain the consents release or removal of, all Encumbrances described in Schedule 1.1C, and (D) satisfy all conditions of Seller to the Closing set forth on SCHEDULE 4.5 hereto; herein, and (ii) Delta in the case of each Purchaser, exercising Commercially Reasonable Efforts to (A) obtain the Consents of any Governmental Authority or Purchaser submitting a report and notice to other Person required for the Israeli Corporate and Securities Authorities and the shareholders of Delta if and as required under Israeli corporate and securities laws; and (iii) submitting information requested by governmental authorities. In furtherance and not in limitation of the foregoing, each party hereto agrees to supply as promptly as practicable any additional information and documentary material that may be requested by a governmental authority pursuant to the H-S-R Act and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 7.4 necessary to cause the expiration or termination of the applicable waiting periods under the H-S-R Act as soon as practicable; provided that the failure to cause a condition to Closing to occur shall not be a breach or required to receive the applicable Purchased Assets and assume the Assumed Liabilities from Seller at the Closing, including such Purchaser's Regulatory Approvals and Purchasers' Consents, (B) effect all other necessary notifications, registrations and filings, including filings under Laws, and all other necessary filings with any Governmental Authority having jurisdiction over such Purchaser or the Project and (C) satisfy all conditions of this Agreement unless such Purchaser to the failure results from a party's failure to use its reasonable best efforts to cause such condition to occurClosing set forth herein. (b) Each Nothing in Section 6.1(a) is intended to or shall vary the terms of any discretion or judgment (however expressed) granted to a Party herein or in any Ancillary Agreement. For the avoidance of doubt, and without limiting the generality of the Company and Delta shallforegoing, nothing in connection with the efforts referenced in Section 7.4(a) hereof to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the H-S-R Act shall require any Purchaser or any other Antitrust LawAffiliate of any Purchaser to offer, use accept, or fulfill any term or condition of, or any limitation on, the applicable Purchasers' Regulatory Approvals that is unsatisfactory to such Purchaser in its reasonable best efforts to: (i) cooperate in all respects with each other in connection with any filing or submission sole and in connection with any investigation or other inquiryabsolute discretion, including any proceeding initiated by a private party; and term or condition requiring such Purchaser (iior any of its Affiliates) keep the other party informed in all material respects to dispose of, sell, or transfer ownership or control of any material communication received by such party from of its assets, properties or given by such party tobusinesses, the Federal Trade Commission (the "FTC")hold or retain separate particular assets or categories of assets, the Antitrust Division properties or businesses, or agree to divest, dispose of the Department of Justice (the "DOJ") or any other governmental entity, and of any material communication received hold separate one or given in connection with any proceeding by a private party, in each case regarding more assets or properties or conditioning approval or authorization on any of the transactions contemplated hereby; and (iii) permit the other party to review any materialsame.

Efforts to Close. (a) Subject to the terms and conditions herein providedherein, each of the parties Parties hereto agrees to shall use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable Commercially Reasonable Efforts to consummate and make effective effective, as promptly soon as practicable reasonably practicable, the transactions contemplated by this Agreement and Transactions, including the satisfaction of all conditions thereto set forth herein. Such actions shall include, in the case of Seller, exercising its Commercially Reasonable Efforts to obtain, or to cause one or more of the conditions Assigning Affiliates to obtain, at the earliest practicable date and in any event prior to the Closing set forth in Article VIII hereof to occurDate, includingeach of the consents, without limitation, cooperating with each other, using reasonable best efforts to obtain all necessary waivers, consents authorizations and approvals of any Governmental Authority which is reasonably necessary to effectuate the Transactions, including Seller's Required Regulatory Approvals, and exercising its Commercially Reasonable Efforts to obtain, or to cause one or more of the Assigning Affiliates to obtain, at the earliest practicable date and in any event prior to the Closing Date, each of the consents, waivers, authorizations and approvals of any other Person which is reasonably necessary to effectuate the Transactions or which is required to transfer, convey and assign to Purchaser at the Closing any and all rights of Seller and the Assigning Affiliates, including contractual rights, necessary to operate the Purchased Assets, including Seller's Required Consents, and the Title Policy and effecting all other necessary notifications, registrations and filings, including, without limitation: (i) obtaining , filings under applicable Laws, including the consents set forth on SCHEDULE 4.5 hereto; (ii) Delta or Purchaser submitting a report HSR Act, and notice to the Israeli Corporate and Securities Authorities and the shareholders of Delta if and as required under Israeli corporate and securities laws; and (iii) submitting information requested by governmental authorities. In furtherance and not in limitation of the foregoing, each party hereto agrees to supply as promptly as practicable any additional information and documentary material that may be requested by a governmental authority pursuant to the H-S-R Act and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 7.4 necessary to cause the expiration or termination of the applicable waiting periods under the H-S-R Act as soon as practicable; provided that the failure to cause a condition to Closing to occur shall not be a breach of this Agreement unless the failure results from a party's failure to use its reasonable best efforts to cause such condition to occur. (b) Each of the Company and Delta shall, in connection with the efforts referenced in Section 7.4(a) hereof to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the H-S-R Act or any other Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other in connection filings with any filing or submission and in connection with any investigation or other inquiryGovernmental Authority having jurisdiction over Seller, including any proceeding initiated by a private party; and (ii) keep the other party informed in all material respects of any material communication received by such party from or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other governmental entity, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; Assigning Affiliates or the Project. Such actions shall include, in the case of Purchaser, exercising its Commercially Reasonable Efforts to obtain each of the Permits, licenses, consents, waivers, authorizations and (iii) permit approvals of any Governmental Authority or other Person which is reasonably necessary to effectuate the Transactions, including Purchaser's Required Regulatory Approvals and Purchaser's Required Consents, and effecting all other necessary notifications, registrations and filings, including, without limitation, filings under applicable Laws, including the HSR Act, and all other necessary filings with any Governmental Authority having jurisdiction over Purchaser or any of the Participating Entergy Operating Companies. Each Party will provide the other party with copies of all written communications received by it from Governmental Authorities relating to review any materialthe approval or disapproval of this Agreement, the Ancillary Agreements or the Transactions.

Efforts to Close. (a) Subject to the terms and conditions herein providedof this Agreement, each of the parties hereto agrees to Sellers and Purchaser shall use its commercially reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to cause Transactions, including (i) the conditions to Closing set forth in Article VIII hereof to occur, including, without limitation, cooperating with each other, using reasonable best efforts to obtain obtaining of all necessary actions or nonactions, waivers, consents consents, Permits, and approvals from Governmental Authorities and effecting the making of all necessary registrations and filingsfilings (including filings with Governmental Authorities, includingif any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, without limitation: (i) obtaining the consents set forth on SCHEDULE 4.5 hereto; or to avoid a Claim by, any Governmental Authorities, (ii) Delta or Purchaser submitting a report and notice to the Israeli Corporate and Securities Authorities delivery of required notices to, and the shareholders obtaining of Delta if and as required under Israeli corporate and securities laws; consents or waivers from, third parties, including non-governmental Health Care Programs, with respect to Assumed Contracts or otherwise, and (iii) submitting information requested by governmental authorities. In furtherance the execution and not in limitation delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. (b) Without limiting the generality of the foregoing, each party hereto agrees of Purchaser and the Sellers shall make an appropriate filing, if necessary, pursuant to the HSR Act with respect to the Transactions, promptly (and in any event, within fifteen (15) Business Days) after the Execution Date. In connection with such filings each of Purchaser and Sellers shall supply as promptly as reasonably practicable any additional to the appropriate Governmental Authorities such other information and documentary material that the Governmental Authorities may be requested by a governmental authority reasonably request. Purchaser shall pay all applicable filing fees for the filings made pursuant to the H-S-R requirements of the HSR Act. In no event shall Sellers, without Purchaser’s prior written consent, (i) withdraw their filing under the HSR Act and use its reasonable best efforts or extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to takeconsummate the Transactions, (ii) propose, negotiate or agree to the sale, divestiture, license or other disposition of assets, operations, divisions, businesses, product lines, Contracts or customers of the White Oak Business or (iii) accept any conditions or take any other actions that would limit Purchaser’s freedom with respect to any assets, operations, divisions, businesses, product lines, Contracts, or cause to be takencustomers of Purchaser or any of its Affiliates or any assets, all other actions consistent with this Section 7.4 necessary to cause the expiration operations, divisions, businesses, product lines, Contracts, or termination customers of the applicable waiting periods under the H-S-R Act as soon as practicable; provided that the failure to cause a condition to Closing to occur shall not be a breach of this Agreement unless the failure results from a party's failure to use its reasonable best efforts to cause such condition to occurWhite Oak Business. (bc) Each Subject to applicable confidentiality restrictions or restrictions required by Law, Sellers and Purchaser will notify the other Party promptly upon the receipt of: (i) any investigation, comments, questions or other inquiry from any officials of any Governmental Authority in connection with any filings made pursuant hereto and (ii) any request by any officials of any Governmental Authority for amendments or supplements to any filings made pursuant to any applicable Laws. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 6.03(a), Purchaser or Sellers, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the applicable Governmental Authority such amendment or supplement. Without limiting the generality of the Company foregoing, all analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and Delta shallproposals made by or on behalf of either Party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the efforts referenced in Section 7.4(a) hereof to obtain all requisite approvals and authorizations Transactions(but, for the transactions avoidance of doubt, not including any interactions between Purchaser or Sellers with Governmental Authorities in the Ordinary Course of Business or any disclosure which is not permitted by Law) shall be disclosed to the other Party in advance of such filing, submission or attendance, it being the intent of Sellers and Purchaser to consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals; provided, however, that the final determination as to the appropriate course of action relating to any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals shall be made by Purchaser, after good faith consultation with the Sellers’ Representative. Neither Purchaser nor any of the Sellers shall independently participate in any substantive communication with any Governmental Authority in respect of any such filings, investigation, comments, questions or other inquiry without giving the other prior notice of the meeting, and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Sellers and Purchaser may, as they deem advisable, designate any competitively sensitive materials provided to the other under this Section 7.02 or any other section of this Agreement as “outside counsel only.” Such “outside counsel only” materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials and each party shall be permitted to redact any materials (i) to remove references concerning the valuation of the White Oak Business, (ii) as necessary to comply with contractual arrangements or applicable Law, and (iii) as necessary to address reasonable attorney-client or other privilege concerns. (d) Nothing in this Section 7.02 or otherwise in this Agreement shall require any party to this Agreement to respond to any “second request” or similar request for additional information or documentary material issued by any Governmental Authority pursuant to 15 U.S.C. § 18a(e) or 15 C.F.R. § 803.20 and in conjunction with the Transactions contemplated by this Agreement under or to otherwise engage in any litigation with respect to the H-S-R Act filings contemplated by this Section 7.02. (e) Nothing in this Section 7.02 or otherwise in this Agreement shall be interpreted to require Purchaser to propose, negotiate, effect or agree to, the sale, divestiture, hold separate condition, license or other disposition of any assets or businesses of Purchaser or its Affiliates or otherwise take any action that limits the freedom of action with respect to, or its ability to retain any of the assets, businesses, or product lines of Purchaser or its Affiliates. Purchaser shall have the right, but not the obligation, to oppose or refuse to consent to, through litigation or otherwise, any request, attempt or demand by any Governmental Authority or other Person for any sale, divestiture, hold separate condition, license or other disposition, or any other Antitrust Lawlimitation of the freedom to act with respect to any assets, use businesses or product lines of Purchaser or its reasonable best efforts to: Affiliates. Purchaser shall have the sole and exclusive right to direct and control any such litigation, with counsel of its own choosing, and Sellers shall reasonably cooperate with Purchaser with respect thereto. (if) cooperate Notwithstanding anything in this Section 7.02 to the contrary, with respect to the matters covered in this Section 7.02, Purchaser, after consulting with the Sellers’ Representative, shall make all decisions, lead in all respects discussions, negotiations and other actions, and coordinate all activities with each other in connection with respect to any filing requests that may be made by, or submission and in connection with any investigation actions, consents, undertakings, approvals, or other inquirywaivers that may be sought by, any Governmental Authority, including any proceeding initiated determining the manner in which to contest or otherwise respond, by a private party; and (ii) keep the other party informed in all material respects of any material communication received by such party from litigation or given by such party otherwise, to objections to, the Federal Trade Commission (the "FTC")or Claims challenging, the Antitrust Division consummation of the Department of Justice (Transactions. Sellers shall take such reasonable actions to secure needed approvals from any Governmental Authority and shall cooperate with Purchaser in litigating or otherwise contesting objections to, or action challenging, the "DOJ") or any other governmental entity, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any consummation of the transactions contemplated hereby; and (iii) permit the other party to review any materialTransactions.

Efforts to Close. (a) Subject During the period from the date hereof to the conditions herein providedClosing, each of the parties hereto agrees to Seller and Buyer shall cooperate and use its their respective reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective fulfill as promptly as practicable the conditions precedent to the other party’s obligations hereunder, including securing as promptly as practicable all consents, approvals, waivers and authorizations required in connection with the transactions contemplated by this Agreement and to cause hereby. Without limiting the conditions to Closing set forth in Article VIII hereof to occur, including, without limitation, cooperating with each other, using reasonable best efforts to obtain all necessary waivers, consents and approvals and effecting all necessary registrations and filings, including, without limitation: (i) obtaining the consents set forth on SCHEDULE 4.5 hereto; (ii) Delta or Purchaser submitting a report and notice to the Israeli Corporate and Securities Authorities and the shareholders of Delta if and as required under Israeli corporate and securities laws; and (iii) submitting information requested by governmental authorities. In furtherance and not in limitation generality of the foregoing, each party hereto agrees to supply as promptly as practicable Buyer and Seller will cooperate in making all filings and submissions required by any applicable Laws and in filing any additional information and documentary material that may be requested by a governmental authority pursuant to the H-S-R Act and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 7.4 necessary to cause the expiration or termination of the applicable waiting periods under the H-S-R Act as soon as practicable; provided that practicable after receipt of such request therefor. Subject to applicable Laws and the failure instructions of any Governmental Authority, Seller and Buyer each shall keep the other apprised of the status of matters relating to cause a condition completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Seller and Buyer, as the case may be, from any third party and/or any Governmental Authority with respect to Closing to occur shall not be a breach of this Agreement unless the failure results from a party's failure to use its reasonable best efforts to cause such condition to occurtransactions. (b) Each of the Company Buyer and Delta shall, in connection with the efforts referenced in Section 7.4(a) hereof to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the H-S-R Act or any other Antitrust Law, use its reasonable best efforts to: Seller shall (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; and (ii) keep promptly notify the other party informed in all material respects of any material written communication received by such to that party from or given by such party toany Governmental Authority relating to the Purchased Assets and, the Federal Trade Commission (the "FTC")subject to applicable Law, the Antitrust Division of the Department of Justice (the "DOJ") or any other governmental entity, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party to review in advance any materialproposed written communication to any of the foregoing, (ii) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning the Purchased Assets unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat, and (iii) to the extent permitted under applicable Law, furnish the other party with copies of all correspondence, filings, and written communications between such party and any Governmental Authority with respect to this Agreement and the transactions contemplated hereby (unless the furnishing of such information would (1) violate the provisions of any applicable Law or any confidentiality agreement or (2) cause the loss of the attorney-client privilege with respect thereto; provided that each such party shall use its reasonable commercial efforts to promptly communicate to the other party the substance of any such communication, whether by redacting parts of such material communication or otherwise, so that such communication would not violate applicable Law or cause the loss of the attorney-client privilege with respect thereto). (c) Seller acknowledges that certain of the trademarks included in the Purchased Assets are registered in its prior corporate name and that Buyer may prepare for Seller’s signature and file prior to or after the Closing with the applicable Governmental Authorities documentation to correct the name. Seller agrees to promptly reimburse Buyer for all filing fees and foreign legal counsel fees incurred by Buyer to effect the foregoing. (d) Except as otherwise provided herein, the obligations of the parties under this Section 5.3 shall not include any requirement of the parties to expend money (other than normal legal and professional fees), commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third Person.

Efforts to Close. (a) Subject to the terms and conditions herein providedherein, each of the parties Parties hereto agrees to shall use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable Commercially Reasonable Efforts to consummate and make effective effective, as promptly soon as practicable reasonably practicable, the transactions contemplated by this Agreement and to cause Purchaser Transactions, including the satisfaction of all conditions to Closing thereto set forth herein. Such actions shall include, in Article VIII hereof to occurthe case of Seller, including, without limitation, cooperating with each other, using reasonable best efforts (a) exercising its Commercially Reasonable Efforts to obtain all necessary (i) each of the Real Estate Curative Documents (as defined in Section 8.17(h)) and (ii) each of the consents, waivers, consents authorizations and approvals of any Governmental Authority or other Person which is reasonably necessary to effectuate the Transactions or which is required to transfer, convey and assign to Purchaser at the Closing any and all rights of Seller, including contractual rights, necessary to operate the Purchased Assets, including Seller's Required Regulatory Approvals, Seller's Required Consents and the Title Policy and effecting all other necessary notifications, registrations and filings, including, without limitation: (i) obtaining , filings under applicable Laws, including the consents set forth on SCHEDULE 4.5 hereto; (ii) Delta HSR Act, and all other necessary filings with any Governmental Authority having jurisdiction over Seller or Purchaser submitting a report and notice to the Israeli Corporate and Securities Authorities and the shareholders of Delta if and as required under Israeli corporate and securities laws; Project and (iiib) submitting information requested by governmental authoritiesexecuting the Termination of Pre-Closing Interconnection Letter promptly after the execution of this Agreement and sending the executed Letter to Purchaser. In furtherance and not Such actions shall include, in limitation the case of Purchaser, exercising its Commercially Reasonable Efforts to (a) obtain each of the foregoingconsents, each party hereto agrees waivers, authorizations and approvals of any Governmental Authority or other Person which is reasonably necessary to supply as promptly as practicable any additional information effectuate the Purchaser Transactions, including Purchaser's Required Regulatory Approvals, Purchaser's Additional Regulatory Approvals and documentary material that may be requested by a governmental authority pursuant to the H-S-R Act Purchaser's Required Consents, and use its reasonable best efforts to take, or cause to be taken, effecting all other actions consistent necessary notifications, registrations and filings, including, without limitation, filings under applicable Laws, including the HSR Act, and all other necessary filings with this Section 7.4 any Governmental Authority having jurisdiction over Purchaser or any of the Participating Entergy Operating Companies and (b) within a reasonable period of time after its receipt of the Termination of Pre-Closing Interconnection Letter from Seller, make all necessary filings with the applicable Governmental Authority to cause effect the expiration or termination of the applicable waiting periods under the H-S-R Act agreement described therein as soon as practicable; provided that the failure to cause a condition to Closing to occur shall not be a breach of this Agreement unless the failure results from a party's failure to use its reasonable best efforts to cause such condition to occur. (b) Each of the Company and Delta shall, in connection with the efforts referenced in Section 7.4(a) hereof to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the H-S-R Act or any other Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; and (ii) keep the other party informed in all material respects of any material communication received by such party from or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other governmental entity, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party to review any materialClosing Date.