PLAN AND INTENTION. (a) Simultaneous with the execution of this Agreement the Parties are executing and delivering each of the agreements identified in this Article II and effecting the transactions contemplated by such agreements. Each of the agreements required to be delivered and each of the transactions contemplated by such agreements and this Article II are being entered into and/or performed on the understanding that all of such agreements will be executed and delivered and all such transactions performed as required herein and therein, and the failure of any one step shall relieve the Parties of their obligations to deliver the agreements identified in this Article II or to proceed with any of the transactions contemplated by such agreements or this Article II. Each Party is entering into each such agreement on the understanding and expectation that the Parties shall in good faith negotiate with the other Parties in an effort to reach agreement on a version of each of the agreements identified in Article III that will be acceptable to each party to each such agreement and shall use commercially reasonable efforts to execute and deliver such agreements expeditiously upon such agreement and to cause the transactions contemplated by such executed agreements to occur as promptly as practicable (it being understood among the Parties that "best effort" and commercially reasonable efforts" for purposes of this Agreement shall not require any Party to agree to any agreement or provision: (1) that is not reasonable and customary with respect to such a party in a similar circumstance (except to the extent that such agreement or provision is set forth in this Agreement or the Term Sheet), (2) that conflicts with or in inconsistent with this Agreement (including the Term Sheet) or (3) that requires such Party to contribute or lend additional funds to the Celerity Group or the KSI Group other than pursuant to a definitive document expressly contemplated under this Agreement and acceptable to such Party). References in the Phase I Restructuring to definitive agreements shall refer to the forms of such agreements substantially in the form of those documents marked "final" with the consent of the parties thereto as of the date hereof. (b) To the extent that there is any conflict between this Agreement and any definitive agreement referenced herein and executed by the parties thereto, the terms of such executed, definitive agreement shall prevail. SECTION 2.2
PLAN AND INTENTION. The Parties agree to use commercially reasonable efforts to take the actions set out in this Article III as promptly as practicable, but in no event later than the date on which the registration statement for the Holding IPO (the "Registration Statement") is to be declared effective by the SEC, each in accordance with the forms of agreement attached hereto or, if no such form is attached, substantially in accordance with the relevant terms of the Term Sheet, as specified below. The Parties shall in good faith cooperate to complete the negotiation and preparation of the agreements and transactions identified in Article III (it being understood among the Parties that no fees or other charges shall be incurred by the Celerity Group or KSI Group with respect to the Phase II Restructuring other than actual expenses or as set forth in the Term Sheet). SECTION 3.2
