Common use of Reasonable Efforts Clause in Contracts

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Chateau agrees to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger, the Partnership Merger and the other transactions contemplated by the Transaction Documents, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary or desirable to obtain an approval, waiver or exemption from any Governmental Entity, (ii) the obtaining of all necessary consents, approvals, waivers or exemption from non-governmental third parties; and (iii) the execution and delivery of any additional instruments necessary or desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, each of Parent and Chateau agrees to use their reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the transactions contemplated by the Transaction Documents, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Chateau and Purchaser shall take all such necessary action. From the date of this Agreement through the Effective Time, Chateau shall timely file, or cause to be filed, with the SEC all Chateau SEC Documents required to be so filed. Chateau shall take all necessary actions to make Affiliates of Purchaser the managing member or managing members, or general partner or general partners, as the case may be, of the Surviving Company and the Surviving Partnership.

Reasonable Efforts. Upon On the terms and subject to the ------------------ conditions set forth in this Agreement, each of Parent and Chateau the parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger, the Partnership Merger and the other transactions contemplated by the Transaction Documentsthis Agreement, including (ia) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, including without limitation, all filings under the HSR Act) and the taking of all reasonable steps as may be necessary or desirable to obtain an approval, approval or waiver from or exemption from to avoid an action or proceeding by any Governmental Entity, (iib) the obtaining of all necessary consents, approvals, approvals or waivers or exemption from non-governmental third parties; and , (iiic) the execution and delivery of any additional instruments necessary or desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, each of Parent and Chateau agrees to use their reasonable best efforts to defend defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the consummation of the transactions contemplated by the Transaction Documentshereby, including seeking to have any stay, stay or temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at and (d) executing and delivering any time after additional instruments necessary to consummate the Effective Time, any further action is necessary or desirable to carry out the purpose of transactions contemplated by this Agreement. Notwithstanding the foregoing, no loan agreement or contract for borrowed money shall be repaid except as currently required by its terms, in whole or in part, and no contract shall be amended to increase the proper officers and directors of Chateau and Purchaser shall take all such necessary action. From the date of this Agreement through the Effective Time, Chateau shall timely file, amount payable thereunder or cause otherwise to be filedmore burdensome to the Company or any of its Subsidiaries in order to attain any such consent, with approval or authorization without the SEC all Chateau SEC Documents required to be so filed. Chateau shall take all necessary actions to make Affiliates prior written consent of Purchaser the managing member or managing members, or general partner or general partners, as the case may be, of the Surviving Company and the Surviving PartnershipParent.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in of this Agreement, each of Parent and Chateau agrees to the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other in doing, all things necessary, proper or advisable to fulfill all conditions under applicable to such party pursuant to this Agreement laws and regulations to consummate and make effective, in effective the most expeditious manner practicable, the Merger, the Partnership Merger and the other transactions contemplated by the Transaction Documentsthis Agreement, including (i) the obtaining any filings or notifications required by Section 5.3(e); provided, however, that Purchaser shall not be required to take any action that is reasonably likely to result in a Burdensome Condition. Sellers and Purchasers each shall comply as promptly as practicable with any other laws of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary or desirable to obtain an approval, waiver or exemption from any Governmental Entity, (ii) the obtaining Authority that are applicable to any of all necessary consents, approvals, waivers or exemption from non-governmental third parties; and (iii) the execution and delivery of any additional instruments necessary or desirable to consummate the transactions contemplated byhereby or by the Transaction Documents and pursuant to which any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other Person in connection with such transactions is necessary. Seller Representative and Purchaser Representative each shall furnish to the others such necessary information and reasonable assistance as the other may request in connection with their preparation of any filing, registration or declaration necessary hereunder. Purchaser Representative and Seller Representative shall keep each other apprised of the status of any communications with, and to fully carry out the purposes ofany inquiries or requests for additional information from, this Agreement. In addition, each of Parent and Chateau agrees to use their reasonable best efforts to defend any lawsuits Governmental Authority (or other legal proceedings, whether judicial or administrative, challenging Person regarding any of the Merger, transactions contemplated by this Agreement or the transactions contemplated by the Transaction Documents) in respect of any such filing, including seeking registration or declaration, and shall comply promptly with any such inquiry or request (and, unless precluded by law, provide copies of any such communications that are in writing). The parties shall use their respective commercially reasonable efforts and take all necessary action to have obtain any stayconsent, temporary restraining orderapproval, injunction, or restraining order or other order adversely affecting the ability authorization of the parties to consummate any Governmental Authority under United States or foreign antitrust or competition laws, necessary in connection with the transactions contemplated by the Transaction Documents entered hereby or to resolve any objections that may be asserted by any court or other Governmental Entity vacated or reversed. If, at any time after Authority with respect to the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Chateau and Purchaser shall take all such necessary action. From the date of this Agreement through the Effective Time, Chateau shall timely file, or cause to be filed, with the SEC all Chateau SEC Documents required to be so filed. Chateau shall take all necessary actions to make Affiliates of Purchaser the managing member or managing members, or general partner or general partners, as the case may be, of the Surviving Company and the Surviving Partnershiptransactions contemplated hereby.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Chateau the parties agrees to use its all reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger, the Partnership Merger and the other transactions contemplated by the Transaction Documentsthis Agreement, including (ia) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents and approvals from any applicable Governmental Entities Authority and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary or desirable to obtain an approvalapproval or waiver from, waiver or exemption from to avoid an action or proceeding by any Governmental EntityAuthority, (iib) the obtaining of all necessary consents, approvals, approvals or waivers or exemption from non-governmental third parties; and , (iiic) the execution obtaining of all necessary consents, approvals and delivery waivers from shareholders, if any, required to approve the transaction contemplated hereby; (d) the defending of any additional instruments necessary or desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, each of Parent and Chateau agrees to use their reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the consummation of the transactions contemplated by the Transaction Documentshereby, including seeking to have any stay, stay or temporary restraining orderorder entered by any Governmental Authority vacated or reversed, injunction, or restraining order or other order adversely affecting and (e) the ability execution and delivery of the parties any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that notwithstanding any provision hereof to the Transaction Documents entered by contrary, none of the parties shall have any court obligation to dispose of any assets, terminate any lines of business or other Governmental Entity vacated or reversed. If, at pay any time after the Effective Time, fee to any further action is necessary or desirable to carry out third party for the purpose of obtaining a consent (other than customary filing fee of Governmental Authorities) or any costs and expenses of any third party resulting from the process of obtaining such consent. In this regard, each party (a) shall make an appropriate filing pursuant to the HSR Act and as required by the Competition Act with respect to the transaction contemplated hereby within ten (10) business days following the execution of this Agreement, (b) shall cooperate and coordinate such filing with the proper officers other parties. In addition, Sellers shall (x) identify to Buyers the key employees of the Sold Business, (y) cooperate and directors of Chateau and Purchaser shall take all such necessary action. From the date of this Agreement through the Effective Time, Chateau shall timely file, or cause to be filedassist Buyers in entering into employment agreements covering employment with Sold Business after Closing, with the SEC all Chateau SEC Documents required such key employees on terms satisfactory to be so filed. Chateau shall take all necessary actions to make Affiliates of Purchaser the managing member or managing membersBuyers, or general partner or general partners, as the case may be, and (z) assist and cooperate with Buyers in arranging meetings with key customers of the Surviving Company and Sold Business regarding the Surviving Partnershiptransaction contemplated by this Agreement.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Chateau Seller agrees to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger, the Partnership Merger Sale and the other transactions contemplated by the Transaction Documents, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary or desirable to obtain an approval, waiver or exemption from any Governmental Entity, (ii) the obtaining of all necessary consents, approvals, waivers or exemption from non-governmental third parties; and (iii) the execution and delivery of any additional instruments necessary or desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Purchaser and Parent shall, with Seller's good faith, cooperation and assistance (i) obtain all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities or other Persons, and make all necessary registrations and filings and take all reasonable steps as may be necessary or desirable to obtain an approval, waiver or exemption from any Governmental Entity or other Person and (ii) obtain all necessary consents, approvals, waivers or exemption from non-governmental third parties. In addition, each of Parent Parent, Purchaser and Chateau Seller agrees to use their reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the MergerSale, this Agreement or the transactions contemplated by the Transaction Documents, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at any time after the Effective TimeClosing, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Chateau Seller, Parent and Purchaser shall take all such necessary action. From the date of this Agreement through the Effective Time, Chateau shall timely file, or cause to be filed, with the SEC all Chateau SEC Documents required to be so filed. Chateau shall take all necessary actions to make Affiliates of Purchaser the managing member or managing members, or general partner or general partners, as the case may be, of the Surviving Company and the Surviving Partnership.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Chateau the parties agrees to use its all commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger, the Partnership Merger and the other transactions contemplated by the Transaction DocumentsTransactions, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article V to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or desirable to obtain an approval, waiver or exemption from proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvalsapprovals or waivers from third parties required as a result of the Transactions, waivers (iv) the defending of any suits, claims, actions, investigations or exemption from non-governmental third parties; proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed, and (iiiv) the execution and or delivery of any additional instruments reasonably necessary or desirable to consummate the transactions contemplated byTransactions, and to fully carry out the purposes of, this Agreement. In additionconnection with and without limiting the foregoing, each subject to the fiduciary duties of Parent its Board, the Company and Chateau agrees its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to use their reasonable best efforts to defend any lawsuits the Transactions or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the transactions contemplated by the Transaction Documents, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, use all reasonable efforts to ensure that the proper officers and directors of Chateau and Purchaser shall take all such necessary action. From Transactions may be consummated as promptly as practicable on the date of terms contemplated by this Agreement through and otherwise to minimize the Effective Time, Chateau shall timely file, effect of such statute or cause to be filed, with regulation on the SEC all Chateau SEC Documents required to be so filed. Chateau shall take all necessary actions to make Affiliates of Purchaser the managing member or managing members, or general partner or general partners, as the case may be, of the Surviving Company Transactions and the Surviving Partnershipthis Agreement.

Reasonable Efforts. Upon Subject to the terms of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of Parent and Chateau the parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger, the Partnership Merger Mergers and the other transactions contemplated by the Transaction Documentsthis Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI hereof to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or desirable to obtain an approval, waiver or exemption from proceeding by any Governmental EntityAuthority, (iiiii) the obtaining of all necessary consents, approvals, approvals or waivers or exemption from non-governmental third parties; , including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and (iiiv) the execution and or delivery of any additional instruments necessary or desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In additionconnection with and without limiting the foregoing, each of Parent Enzon and Chateau agrees to use their reasonable best efforts to defend any lawsuits or other legal proceedingsthe Enzon Board, whether judicial or administrativeand NPS and the NPS Board, challenging the Merger, this Agreement or the transactions contemplated by the Transaction Documents, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Chateau and Purchaser shall take all such necessary action. From the date of this Agreement through the Effective Time, Chateau shall timely file, or cause to be filed, with the SEC all Chateau SEC Documents required to be so filed. Chateau shall take all necessary actions to make Affiliates of Purchaser the managing member or managing members, or general partner or general partners, (as the case may be), if any takeover statute or similar Legal Requirement is or becomes applicable to the Mergers, this Agreement or any of the Surviving Company transactions contemplated by this Agreement, use commercially reasonable efforts to ensure that the Mergers and the Surviving Partnershipother transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Mergers, this Agreement and the transactions contemplated hereby.

Reasonable Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of Parent and Chateau the parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger, the Partnership Merger and the other transactions contemplated by the Transaction Documentsthis Agreement, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations, submissions and filings (including registrations, declarations, filings and submissions of Second Request Responses with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or desirable to obtain an approval, waiver or exemption from proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals, approvals or waivers or exemption from non-governmental third parties; , (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (iiiv) the execution and or delivery of any additional instruments necessary or desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In additionconnection with and without limiting the foregoing, each the Company and its Board of Parent and Chateau agrees Directors shall, if any takeover statute or similar Legal EXECUTION COPY Requirement is or becomes applicable to use their reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Transaction DocumentsMerger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Merger, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate this Agreement and the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Chateau and Purchaser shall take all such necessary action. From the date of this Agreement through the Effective Time, Chateau shall timely file, or cause to be filed, with the SEC all Chateau SEC Documents required to be so filed. Chateau shall take all necessary actions to make Affiliates of Purchaser the managing member or managing members, or general partner or general partners, as the case may be, of the Surviving Company and the Surviving Partnershiphereby.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Chateau the parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger, the Partnership Merger and the other transactions contemplated by the Transaction Documentsthis Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or desirable to obtain an approval, waiver or exemption from proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvalsapprovals or waivers from third parties required as a result of the transactions contemplated in this Agreement, waivers including without limitation the consents referred to in the Company Schedule, (iv) the defending of any suits, claims, actions, investigations or exemption from non-governmental third parties; proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iiiv) the execution and or delivery of any additional instruments reasonably necessary or desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In additionconnection with and without limiting the foregoing, each of Parent and Chateau agrees its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to use their reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Transaction DocumentsMerger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, including seeking nothing in this Agreement shall be deemed to have require Parent or the Company to agree to any staydivestiture by itself or any of its affiliates of shares of capital stock or of any business, temporary restraining order, injunctionassets or property, or restraining order or other order adversely affecting the imposition of any material limitation on the ability of the parties any of them to consummate the transactions contemplated by the Transaction Documents entered by any court conduct their business or other Governmental Entity vacated to own or reversed. Ifexercise control of such assets, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers properties and directors of Chateau and Purchaser shall take all such necessary action. From the date of this Agreement through the Effective Time, Chateau shall timely file, or cause to be filed, with the SEC all Chateau SEC Documents required to be so filed. Chateau shall take all necessary actions to make Affiliates of Purchaser the managing member or managing members, or general partner or general partners, as the case may be, of the Surviving Company and the Surviving Partnershipstock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Chateau the parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger, the Partnership Merger Acquisition and the other transactions contemplated by the Transaction Documentsthis Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) in connection with the taking of all reasonable steps as may be necessary or desirable to obtain an approval, waiver or exemption from any Governmental EntityAcquisition, (iiiii) the obtaining of all necessary consents, approvals, approvals or waivers or exemption from non-governmental third parties; and (iii) the execution and delivery parties required as a result of any additional instruments necessary or desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, in this Agreement. In addition, each including without limitation the consents referred to in Schedule 2.5 of Parent and Chateau agrees to use their reasonable best efforts to defend the Company Disclosure Schedule, (iv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the consummation of the transactions contemplated by the Transaction Documentshereby, including seeking to have any stay, stay or temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversedreversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by this Agreement. IfIn connection with and without limiting the foregoing, at Parent and its board of directors and the Company and its board of directors shall, if any time after state takeover statute or similar statute or regulation is or becomes applicable to the Effective TimeAcquisition, this Agreement or any further action is necessary or desirable to carry out of the purpose of transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the proper officers Acquisition and directors of Chateau and Purchaser shall take all such necessary action. From the date of other transactions contemplated by this Agreement through to be consummated as promptly as practicable on the Effective Timeterms contemplated by this Agreement. Notwithstanding anything herein to the contrary, Chateau nothing in this Agreement shall timely filebe deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or cause the imposition of any material limitation on the ability of any of them to be filedconduct their business or to own or exercise control of such assets, with the SEC all Chateau SEC Documents required to be so filed. Chateau shall take all necessary actions to make Affiliates of Purchaser the managing member or managing members, or general partner or general partners, as the case may be, of the Surviving Company properties and the Surviving Partnershipstock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, except to the extent otherwise required by United States regulatory considerations and otherwise provided in this Section 5.3, each of Parent and Chateau the parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger, the Partnership Merger and the other transactions contemplated by the Transaction Documentsthis Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary or desirable to obtain an approvalapproval or waiver from, waiver or exemption from to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals, approvals or waivers or exemption from non-governmental third parties; and , (iii) the execution and delivery defending of any additional instruments necessary or desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, each of Parent and Chateau agrees to use their reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the consummation of the transactions contemplated by the Transaction Documentshereby, including seeking to have any stay, stay or temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at reversed and (iv) the execution and delivery of any time after additional instruments necessary to consummate the Effective Time, any further action is necessary or desirable to carry out the purpose of transactions contemplated by this Agreement; provided, however, that neither of the parties shall be under any obligation to take any action to the extent that the Board of Directors of such party shall conclude in good faith, after consultation with and based upon the written advice of their respective outside legal counsel (which advice in each case need not constitute an opinion), that such action would cause a breach of that Board of Directors' fiduciary obligations under applicable law. In connection with and without limiting the foregoing, each of the Company and Parent and its respective Board of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, take all action necessary to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and (iii) cooperate with each other in the arrangements for refinancing any indebtedness of, or obtaining any necessary new financing for, the proper officers and directors of Chateau and Purchaser shall take all such necessary action. From the date of this Agreement through the Effective Time, Chateau shall timely file, or cause to be filed, with the SEC all Chateau SEC Documents required to be so filed. Chateau shall take all necessary actions to make Affiliates of Purchaser the managing member or managing members, or general partner or general partners, as the case may be, of the Surviving Company and the Surviving PartnershipCompany.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in of this Agreement, each of Parent and Chateau agrees to the parties hereto shall use its all commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other in doing, all things necessary, proper or advisable to fulfill all conditions under applicable to such party pursuant to this Agreement and Laws to consummate and make effective, in the most expeditious manner practicable, the Merger, the Partnership Merger and the other transactions contemplated by the Transaction Documents, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary or desirable to obtain an approval, waiver or exemption from any Governmental Entity, (ii) the obtaining of all necessary consents, approvals, waivers or exemption from non-governmental third parties; and (iii) the execution and delivery of any additional instruments necessary or desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, each of Parent and Chateau agrees to use their reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or effective the transactions contemplated by the Transaction Documentsthis Agreement, including seeking as promptly as practicable, making any filing or giving any notice required under any antitrust or competition Law applicable to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement; provided, that the Transaction Documents entered parties acknowledge that, with respect to European Union and European Economic Area member states, the Purchaser has submitted Form RS under Article 4(5) of the EC Merger Regulation to the European Commission in order to request a referral from the European Union and European Economic Area member states to the European Commission. Sellers and Purchaser each shall comply as promptly as practicable with any other Laws that are applicable to any of the transactions contemplated by this Agreement and pursuant to which any court consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other Person in connection with such transactions is necessary. Sellers and Purchaser each shall, unless precluded by Law, furnish to the others such necessary information and reasonable assistance as the others may request in connection with their preparation of any filing, registration or declaration which is necessary under any antitrust, competition or other Governmental Entity vacated Laws. Purchaser and Sellers shall keep each other apprised of the status of any communications with, and any inquiries or reversed. If, at any time after the Effective Timerequests for additional information from, any further action is necessary Governmental Authority in respect of any such filing, registration or desirable to carry out the purpose declaration, and shall comply promptly with any such inquiry or request (and, unless precluded by Law, provide copies of this Agreement, the proper officers any such communications that are in writing). The parties shall use their respective commercially reasonable efforts and directors of Chateau and Purchaser shall take all such necessary action. From the date of this Agreement through the Effective Time, Chateau shall timely file, or cause to be filed, with the SEC all Chateau SEC Documents required to be so filed. Chateau shall take all necessary actions action to make obtain any clearance under any antitrust, competition or other Laws or any other consent, approval, order or authorization of any Governmental Authority under antitrust or competition Laws, necessary in connection with the transactions contemplated by this Agreement or to resolve any objections that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement. Nothing in this Agreement shall require Purchaser or its Affiliates to divest or hold separate or agree to any limitations on or other requirements in respect of the operation of any business, division or operating unit of Purchaser or any of its Affiliates, including the managing member or managing members, or general partner or general partners, as the case may be, of the Surviving Company Acquired Business and the Surviving PartnershipAcquired Assets, from and after the Closing. The costs of all filing fees payable in respect of antitrust or competition Law notifications or applications shall be borne equally by Sellers (on the one hand) and Purchaser (on the other hand), and each promptly shall reimburse the other for said party’s share of those costs.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth provided in this Agreement, each of Parent and Chateau agrees to the parties hereto shall use its commercially reasonable best efforts to taketake promptly, or cause to be takentaken promptly, all actions actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other in doingdone promptly, all things necessary, proper or advisable to fulfill all conditions under applicable to such party pursuant to this Agreement laws and regulations to consummate and make effectiveeffective the transactions contemplated hereby, in to cause all conditions to the most expeditious manner practicable, the Merger, the Partnership Merger and obligations of the other transactions contemplated by parties hereto to effect the Transaction DocumentsMerger to occur, including (i) the obtaining of to obtain all necessary actions or nonactions, waivers, consents consents, approvals and approvals from Governmental Entities other documents required to be delivered hereunder and the making of to effect all necessary registrations and filings and the taking of all reasonable steps as may be necessary to remove any injunctions or desirable to obtain an approvalother impediments or delays, waiver legal or exemption from any Governmental Entityotherwise, (ii) the obtaining of all necessary consents, approvals, waivers or exemption from non-governmental third parties; and (iii) the execution and delivery of any additional instruments necessary or desirable in order to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, each of Parent and Chateau agrees to use their reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or make effective the transactions contemplated by this Agreement for the Transaction Documentspurpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, including seeking however, that Parent shall not be required to have agree to (x) any staylicense, temporary restraining sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company or its Subsidiaries, (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the businesses of the Company and its Subsidiaries or (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company or its Subsidiaries under any statute, rule, regulation, executive order, injunctiondecree, or restraining order or other order adversely affecting the ability legal restraint governing competition, monopolies or restrictive trade practices (any such action described in (x), (y) or (z), an “Action of the parties Divestiture”). Nothing herein shall require Parent to consummate the transactions contemplated by the Transaction Documents entered by litigate with any court or other Governmental Entity vacated or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Chateau and Purchaser shall take all such necessary action. From the date of this Agreement through the Effective Time, Chateau shall timely file, or cause to be filed, with the SEC all Chateau SEC Documents required to be so filed. Chateau shall take all necessary actions to make Affiliates of Purchaser the managing member or managing members, or general partner or general partners, as the case may be, of the Surviving Company and the Surviving PartnershipEntity.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, except to the extent otherwise provided in this Section 6.3, each of Parent and Chateau the parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the MergerPurchase, the Partnership Merger and the other transactions contemplated by the Transaction Documentsthis Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary or desirable to obtain an approvalapproval or waiver from, waiver or exemption from to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals, approvals or waivers or exemption from non-governmental third parties; and , (iii) the execution and delivery defending of any additional instruments necessary or desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, each of Parent and Chateau agrees to use their reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the consummation of the transactions contemplated by the Transaction Documentshereby, including seeking to have any stay, stay or temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at and (iv) the execution and delivery of any time after additional instruments necessary to consummate the Effective Time, any further action is necessary or desirable to carry out the purpose of transactions contemplated by this Agreement; provided, however, that neither the Company nor Buyer shall be under any obligation to take any action to the extent that the Board of Directors of such party shall conclude in good faith, after consultation with and based upon the written advice of their respective outside legal counsel (which advice in each case need not constitute an opinion), that such action would cause a breach of that Board of Directors' fiduciary obligations under applicable law. In connection with and without limiting the foregoing, each of the Company and Buyer and its respective Board of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Purchase, (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Purchase, take all action necessary to ensure that the Purchase may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Purchase, and (iii) cooperate with each other in the arrangements for refinancing any indebtedness of, or obtaining any necessary new financing for, the proper officers and directors of Chateau and Purchaser shall take all such necessary action. From the date of this Agreement through the Effective Time, Chateau shall timely file, or cause to be filed, with the SEC all Chateau SEC Documents required to be so filed. Chateau shall take all necessary actions to make Affiliates of Purchaser the managing member or managing members, or general partner or general partners, as the case may be, of the Surviving Company and the Surviving PartnershipBuyer.

Reasonable Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of Parent and Chateau the parties agrees to use its all reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger, the Partnership Merger and the other transactions contemplated by the Transaction Documentsthis Agreement, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or desirable to obtain an approval, waiver or exemption from proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals, approvals or waivers or exemption from non-governmental third parties; , including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iiiv) the execution and or delivery of any additional instruments necessary or desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In additionconnection with and without limiting the foregoing, each Compaq and its Board of Parent and Chateau agrees Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to use their reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Transaction DocumentsMerger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Merger, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate this Agreement and the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Chateau and Purchaser shall take all such necessary action. From the date of this Agreement through the Effective Time, Chateau shall timely file, or cause to be filed, with the SEC all Chateau SEC Documents required to be so filed. Chateau shall take all necessary actions to make Affiliates of Purchaser the managing member or managing members, or general partner or general partners, as the case may be, of the Surviving Company and the Surviving Partnershiphereby.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgree ment, each of Parent and Chateau the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger, the Partnership Merger and the other transactions contemplated by this Agreement, the Transaction DocumentsTarget Stockholder Agreement and the Parent Stockholder Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable; (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Govern mental Entities and the making of all necessary registrations registra tions and filings (including filings with Governmental Entities, including under the HSR Act) and the taking of all reasonable steps as may be necessary or desirable to obtain an approvalapproval or waiver from, waiver or exemption from to avoid an action or proceeding by, any Governmental Entity, ; (iiiii) the obtaining of all necessary consents, approvals, approvals or waivers or exemption from non-governmental third parties; (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Target Stockholder Agreement or the Parent Stockholder Agreement or the consummation of the transactions contemplated by this Agreement, the Target Stockholder Agreement or the Parent Stockholder Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (iiiv) the execution and delivery of any additional instruments necessary or desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, each of the Target Stockholder Agreement and the Parent and Chateau agrees Stockholder Agreement; provided, however, that Parent will not be required to use their reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the transactions contemplated by the Transaction Documents, including seeking to have any stay, temporary restraining order, injunctionagree to, or restraining order proffer to, (i) divest or other order adversely affecting the ability hold separate any of the parties Parent's, Target's or any of their respective affiliates' businesses or assets or (ii) cease to consummate the transactions contemplated by the Transaction Documents entered by conduct business or operations in any court jurisdiction in which Parent, Target or other Governmental Entity vacated any of Parent's subsidiaries conducts business or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose operations as of this Agreement, the proper officers and directors of Chateau and Purchaser shall take all such necessary action. From the date of this Agreement through the Effective Time, Chateau shall timely file, or cause to be filed, with the SEC all Chateau SEC Documents required to be so filed. Chateau shall take all necessary actions to make Affiliates of Purchaser the managing member or managing members, or general partner or general partners, as the case may be, of the Surviving Company and the Surviving PartnershipAgreement.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth provided in this Agreement, each of Parent and Chateau agrees to the parties hereto shall use its commercially reasonable best efforts to taketake promptly, or cause to be taken, all actions actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other in doing, all things necessary, proper or advisable to fulfill all conditions under applicable to such party pursuant to this Agreement laws and regulations to consummate and make effective, in effective the most expeditious manner practicable, the Merger, the Partnership Merger and the other transactions contemplated by the Transaction Documentshereby, including (i) the obtaining of to obtain all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the taking transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable steps as may avenues of administrative and judicial appeal; provided, however, that Parent shall not be necessary required to (i) agree to any divestiture by Parent or desirable the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to obtain an approvalconduct their businesses or to own or exercise control of such assets, waiver or exemption from any Governmental Entityproperties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the obtaining HSR Act, or any other Antitrust Law for a period of all necessary consentstime exceeding ninety days from the receipt of any such initial request, approvals, waivers or exemption from non-governmental third parties; and (iii) take any action under this Section 5.8 if any Governmental Entity that has the execution authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon as may be reasonably practicable, to the extent not already filed, each of the Company and delivery Parent shall file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of any additional instruments necessary or desirable the United States Department of Justice (the “DOJ”) the Notification and Report Forms relating to consummate the transactions contemplated byherein as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of applicable jurisdiction, as agreed to by the parties. The Company and Parent each shall promptly (a) supply the other with any information which may be required in order to effectuate such filings, (b) supply any additional information which reasonably may be required by the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate, and to fully carry out (c) promptly inform the purposes ofother party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. In addition, each of Parent and Chateau agrees shall be entitled to use their reasonable best efforts direct any proceedings or negotiations with any Governmental Entity relating to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the transactions contemplated by the Transaction Documents, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties foregoing, provided that it shall afford the Company a reasonable opportunity to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversedparticipate therein. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose For purposes of this Agreement, “Antitrust Law” shall mean the proper officers and directors of Chateau and Purchaser shall take all such necessary action. From the date of this Agreement through the Effective Time, Chateau shall timely file, or cause to be filed, with the SEC all Chateau SEC Documents required to be so filed. Chateau shall take all necessary actions to make Affiliates of Purchaser the managing member or managing members, or general partner or general partnersXxxxxxx Act, as amended, the case may beXxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of the Surviving Company and the Surviving Partnershipmonopolization or restraint of trade.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth provided in this Agreement, each of Parent and Chateau agrees to the parties hereto shall use its reasonable best efforts to taketake promptly, or cause to be taken, all actions actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicableas expeditiously as reasonably possible, the Merger, the Partnership Merger transactions contemplated by this Agreement and the other transactions agreements contemplated by hereby including using reasonable efforts to accomplish the Transaction Documents, including following: (ia) the taking of such reasonable acts as are necessary to cause the conditions precedent set forth in Article VII to be satisfied; (b) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities Authorities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any) and the taking of all such reasonable steps as may be necessary to avoid any suit, claim, action, investigation or desirable to obtain an approval, waiver or exemption from proceeding by any Governmental Entity, Authority; (iic) the obtaining of all necessary consents, approvals, approvals or waivers or exemption from non-governmental third parties; (d) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or any of the agreements contemplated hereby or the consummation of the transactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed; and (iiie) the execution and or delivery of any additional instruments necessary or desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, this AgreementAgreement and the other agreements contemplated hereby. In additionconnection with and without limiting the foregoing, each of Parent the parties and Chateau agrees its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to use their reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or any of the transactions contemplated by the Transaction Documentsthis Agreement, including seeking use reasonable efforts to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate ensure that the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Chateau and Purchaser shall take all such necessary action. From the date of this Agreement through may be consummated as promptly as practicable on the Effective Time, Chateau shall timely file, terms contemplated by this Agreement and otherwise to minimize the effect of such statute or cause to be filed, with the SEC all Chateau SEC Documents required to be so filed. Chateau shall take all necessary actions to make Affiliates of Purchaser the managing member or managing members, or general partner or general partners, as the case may be, of the Surviving Company regulation on this Agreement and the Surviving Partnershiptransactions contemplated hereby.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, except to the extent otherwise provided in this Section 6.3, each of Parent and Chateau the parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the MergerPurchase, the Partnership Merger and the other transactions contemplated by the Transaction Documentsthis Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary or desirable to obtain an approvalapproval or waiver from, waiver or exemption from to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals, approvals or waivers or exemption from non-governmental third parties; and , (iii) the execution and delivery defending of any additional instruments necessary or desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, each of Parent and Chateau agrees to use their reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the consummation of the transactions contemplated by the Transaction Documentshereby, including seeking to have any stay, stay or temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at and (iv) the execution and delivery of any time after additional instruments necessary to consummate the Effective Time, any further action is necessary or desirable to carry out the purpose of transactions contemplated by this Agreement; provided, however, that neither the Company nor Buyer shall be under any obligation to take any action to the extent that the Board of Directors of such party shall conclude in good faith, after consultation with and based upon the written advice of their respective outside legal counsel (which advice in each case need not constitute an opinion), that such action would cause a breach of that Board of Directors’ fiduciary obligations under applicable law. In connection with and without limiting the foregoing, each of the Company and Buyer and its respective Board of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Purchase, (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Purchase, take all action necessary to ensure that the Purchase may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Purchase, and (iii) cooperate with each other in the arrangements for refinancing any indebtedness of, or obtaining any necessary new financing for, the proper officers and directors of Chateau and Purchaser shall take all such necessary action. From the date of this Agreement through the Effective Time, Chateau shall timely file, or cause to be filed, with the SEC all Chateau SEC Documents required to be so filed. Chateau shall take all necessary actions to make Affiliates of Purchaser the managing member or managing members, or general partner or general partners, as the case may be, of the Surviving Company and the Surviving PartnershipBuyer.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, including, but not limited to the provisions of Article VI, each of Parent and Chateau the parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger, the Partnership Merger Stock Purchase and the other transactions contemplated by the Transaction Documentsthis Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or desirable to obtain an approval, waiver or exemption from proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvalsapprovals or waivers from third parties required as a result of the transactions contemplated in this Agreement, waivers including without limitation the consents referred to in Schedule 2.5 of the Company Disclosure Schedule, (iv) the defending of any suits, claims, actions, investigations or exemption from non-governmental third parties; proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iiiv) the execution and or delivery of any additional instruments reasonably necessary or desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In additionconnection with and without limiting the foregoing, each Buyer and its board of Parent directors and Chateau agrees the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to use their reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the MergerStock Purchase, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Transaction DocumentsStock Purchase and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, including seeking nothing in this Agreement shall be deemed to have require Buyer or the Company to agree to any staydivestiture by itself or any of its affiliates of shares of capital stock or of any business, temporary restraining order, injunctionassets or property, or restraining order or other order adversely affecting the imposition of any material limitation on the ability of the parties any of them to consummate the transactions contemplated by the Transaction Documents entered by any court conduct their business or other Governmental Entity vacated to own or reversed. Ifexercise control of such assets, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers properties and directors of Chateau and Purchaser shall take all such necessary action. From the date of this Agreement through the Effective Time, Chateau shall timely file, or cause to be filed, with the SEC all Chateau SEC Documents required to be so filed. Chateau shall take all necessary actions to make Affiliates of Purchaser the managing member or managing members, or general partner or general partners, as the case may be, of the Surviving Company and the Surviving Partnershipstock.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth provided in this Agreement, each of Parent and Chateau agrees to the parties hereto shall use its reasonable best efforts to taketake promptly, or cause to be takentaken promptly, all actions actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other in doingdone promptly, all things necessary, proper or advisable to fulfill all conditions under applicable to such party pursuant to this Agreement laws and regulations to consummate and make effectiveeffective the transactions contemplated hereby, in to cause all conditions to the most expeditious manner practicable, the Merger, the Partnership Merger and obligations of the other transactions contemplated by parties hereto to effect the Transaction DocumentsAcquisition to occur, including (i) the obtaining of to obtain all necessary actions or nonactions, waivers, consents consents, approvals and approvals from Governmental Entities other documents required to be delivered hereunder and the making of to effect all necessary registrations and filings and the taking of all reasonable steps as may be necessary to remove any injunctions or desirable to obtain an approvalother impediments or delays, waiver legal or exemption from any Governmental Entityotherwise, (ii) the obtaining of all necessary consents, approvals, waivers or exemption from non-governmental third parties; and (iii) the execution and delivery of any additional instruments necessary or desirable in order to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, each of Parent and Chateau agrees to use their reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or make effective the transactions contemplated by this Agreement for the Transaction Documentspurpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, including seeking however, that no party shall be required to have agree to (x) any staylicense, temporary restraining sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Purchaser, its subsidiaries or affiliates or of the Company or its Subsidiaries, (y) the imposition of any limitation on the ability of Purchaser, its subsidiaries or affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Purchaser, the business of the Company and its Subsidiaries, or (z) the imposition of any impediment on Purchaser, its subsidiaries or affiliates or the Company or its Subsidiaries under any statute, rule, regulation, executive order, injunctiondecree, or restraining order or other order adversely affecting the ability legal restraint governing competition, monopolies or restrictive trade practices (any such action described in (x), (y) or (z), an “Action of the parties Divestiture”). Nothing herein shall require any party to consummate the transactions contemplated by the Transaction Documents entered by litigate with any court or other Governmental Entity vacated or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Chateau and Purchaser shall take all such necessary action. From the date of this Agreement through the Effective Time, Chateau shall timely file, or cause to be filed, with the SEC all Chateau SEC Documents required to be so filed. Chateau shall take all necessary actions to make Affiliates of Purchaser the managing member or managing members, or general partner or general partners, as the case may be, of the Surviving Company and the Surviving PartnershipEntity.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Chateau agrees to the parties will use its all reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger, the Partnership Merger and the other transactions contemplated by the Transaction Documentsthis Agreement, including (i) the obtaining of all other necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all other reasonable steps as may be necessary or desirable to obtain an approvalapproval in waiver form, waiver or exemption from to avoid an action or proceeding by any Governmental Entity, (ii) the obtaining of all necessary consents, approvals, approvals or waivers or exemption from non-governmental third parties; , (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iiiiv) the execution and delivery of any additional instruments necessary or desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In additionconnection with and without limiting the foregoing, each the parties and their respective Board of Parent and Chateau agrees Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to use their reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the other transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Transaction Documents, including seeking to have any stay, temporary restraining order, injunction, or restraining order or Merger and the other order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement may be consummated as promptly as practicable on the Transaction Documents entered terms contemplated by any court this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Governmental Entity vacated or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of transactions contemplated by this Agreement. In further connection with and without limiting the foregoing, Apex and Shareholders shall make employees, contractors and advisors of Apex available to Fairfield and provide such information as may be requested by Fairfield for the proper officers and directors purposes of Chateau and Purchaser shall take all such necessary action. From conducting the date of this Agreement through the Effective Time, Chateau shall timely file, or cause to be filed, with the SEC all Chateau SEC Documents required to be so filed. Chateau shall take all necessary actions to make Affiliates of Purchaser the managing member or managing members, or general partner or general partners, as the case may be, of the Surviving Company and the Surviving PartnershipInspection set forth in Section 6.3(d).

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement and in accordance with applicable Laws, each of Parent and Chateau agrees the parties to this Agreement will use its all reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other in doing, all things necessary, proper or advisable to fulfill all ensure that the conditions applicable to such party pursuant to this Agreement set forth in Article VII are satisfied and to consummate and make effective, in the most expeditious manner practicable, the Merger, the Partnership Merger and the other transactions contemplated by the Transaction Documentsthis Agreement as promptly as practicable, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary or desirable to obtain an approvalapproval or waiver from, waiver or exemption from to avoid an action or proceeding by, any Governmental Entity, (ii) making, as promptly as practicable (and in any event within 10 Business Days), an appropriate filing of a Notification and Report Form pursuant to the obtaining HSR Act with respect to the transactions contemplated hereby and not extending any waiting period under the HSR Act or entering into any agreement with the U.S. Federal Trade Commission (the "FTC") or the Antitrust Division of all necessary consents, approvals, waivers or exemption from non-governmental third parties; and the U.S. Department of Justice (iiithe "Antitrust Division") the execution and delivery of any additional instruments necessary or desirable not to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. In addition, each except with the prior written consent of the other party hereto (which consent will not be unreasonably withheld, delayed or conditioned), (iii) making, as promptly as practicable, appropriate filings under any other antitrust, competition or premerger notification, trade regulation Law, regulation or Order, (iv) obtaining all consents, approvals or waivers from, or taking other actions with respect to, third parties necessary or advisable to be obtained or taken in connection with the transactions contemplated by this Agreement; provided, however, that without the prior written consent of Parent (which consent will not be unreasonably withheld, delayed or conditioned), the Company and Chateau agrees its Subsidiaries may not pay or commit to use their pay any amount of cash or other consideration, or incur or commit to incur any liability or other obligation, in connection with obtaining such consent, approval or waiver, (v) subject to first having used all reasonable best efforts to defend negotiate a resolution of any objections underlying such lawsuits or other legal proceedings, defending and contesting any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, including seeking to have any stay, stay or temporary restraining orderorder entered by any Governmental Entity vacated or reversed, injunction, or restraining order or other order adversely affecting the ability of the parties and (vi) executing and delivering any additional instruments necessary to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. Ifhereby, at any time after the Effective Time, any further action is necessary or desirable and to fully carry out the purpose purposes of this Agreement, the proper officers and directors of Chateau and Purchaser shall take all such necessary action. From the date of this Agreement through the Effective Time, Chateau shall timely file, or cause to be filed, with the SEC all Chateau SEC Documents required to be so filed. Chateau shall take all necessary actions to make Affiliates of Purchaser the managing member or managing members, or general partner or general partners, as the case may be, of the Surviving Company and the Surviving Partnership.

Reasonable Efforts. Upon the terms and subject to the ------------------- conditions set forth in this Agreement, each of Parent and Chateau the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger, the Partnership Merger and the other transactions contemplated by this Agreement and the Transaction DocumentsOption Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions to Closing to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary or desirable to obtain an approvalapproval or waiver from, waiver or exemption from to avoid an action or proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals, approvals or waivers or exemption from non-governmental third parties; , (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Option Agreement or the consummation of the transactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iiiv) the execution and delivery of any additional instruments necessary or desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Option Agreement. In additionconnection with and without limiting the foregoing, each the Company and its Board of Parent Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Option Agreement, the Merger or any of the other transactions contemplated by this Agreement and Chateau agrees the Option Agreement and (2) if any state takeover statute or similar statute becomes applicable to use their reasonable best efforts to defend this Agreement, the Option Agreement, the Merger or any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, transactions contemplated by this Agreement or the Option Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Transaction Documents, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting Option Agreement may be consummated as promptly as practicable on the ability of the parties to consummate the transactions terms contemplated by this Agreement and the Transaction Documents entered by any court Option Agreement and otherwise to minimize the effect of such statute or other Governmental Entity vacated or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of regulation on this Agreement, the proper officers Option Agreement, the Merger and directors of Chateau and Purchaser shall take all such necessary action. From the date of other transactions contemplated by this Agreement through and the Effective Time, Chateau Option Agreement. Nothing in this Agreement shall timely filebe deemed to require Parent to agree to, or cause to be filedproffer to, with divest or hold separate any assets or any portion of any business of Parent, the SEC all Chateau SEC Documents required to be so filed. Chateau shall take all necessary actions to make Affiliates Company or any of Purchaser the managing member or managing members, or general partner or general partners, as the case may be, of the Surviving Company and the Surviving Partnershiptheir respective Subsidiaries.

Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent and Chateau agrees to them will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations or otherwise to assist consummate the transactions contemplated by this Agreement as promptly as practicable. Buyer, on one side, and cooperate with Sellers, on the other side, will promptly, and in doingany event within 20 days of the date hereof, prepare and file all things necessaryapplications, proper notices, consents and other documents necessary or advisable to fulfill obtain the consents, approvals or actions make the filings and give the notices specified in Section 4.3 and Section 3.3, respectively, promptly file all conditions applicable supplements or amendments thereto and use reasonable efforts to obtain such party pursuant to consents, approvals or actions, make such filings and give such notice as promptly as practicable; provided that nothing in this Section 7.1 or elsewhere in this Agreement shall require Buyer or Sellers, in order to obtain any such consent, approval, or action, make such filing or give such notice, to accept or agree to any condition that would be materially disadvantageous to it other than those customarily imposed. Buyer, on the one side, and Sellers, on the other side, will provide each other and their counsel the opportunity to review in advance and comment on all such filings, notices, applications and similar documents. Buyer, on the one side, and Sellers, on the other side, will keep each other informed of the status of matters relating to the consents, approvals, actions, filings and notices specified in Section 4.3 and Section 3.3. Buyer, on the one side, and Sellers, on the other side, agree to use their reasonable efforts to execute and deliver such other documents, certificates, agreements and other writings and to consummate and make effective, in the most expeditious manner practicable, the Merger, the Partnership Merger and the take such other transactions contemplated by the Transaction Documents, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary or desirable in order to obtain an approvalconsummate or implement expeditiously the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, waiver each of the parties will (i) promptly take all actions necessary to make the filings required of Buyer and Sellers or exemption from any Governmental Entitytheir respective Affiliates or Subsidiaries under the HSR Act, (ii) comply at the obtaining earliest practicable date with any request for additional information received by such party or its Affiliates or Subsidiaries from the United States Federal Trade Commission (the FTC ) or the Antitrust Division of all necessary consentsthe United States Department of Justice (the Antitrust Division ) pursuant to the HSR Act, approvals, waivers or exemption from non-governmental third parties; and (iii) cooperate with the execution other party in connection with such party s filings under the HSR Act using their reasonable efforts to resolve any investigation or other inquiry concerning the Acquisition or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general and delivery (iv) request early termination of the waiting period under the HSR Act. (b) Buyer, on one side, and Sellers, on the other side, will notify the other of any additional instruments necessary event, transaction or desirable circumstance, as soon as practical after it becomes known to consummate such party, that causes or will cause any covenant or agreement of Buyer, on one side, or Sellers, on the other side, under this Agreement to be breached or any of the conditions to the consummation of the transactions contemplated byhereby not to be satisfied or that renders or will render untrue any representation or warranty of Buyer, and to fully carry out on one side, or Sellers, on the purposes ofother side, contained in this Agreement. Buyer, on the one side, and Sellers, on the other side, also will notify the other in writing of any violation or breach, as soon as practical after it becomes known to such party, of any representation, warranty, covenant or agreement made by Buyer, on one side, or Sellers, on the other side. In additionconnection therewith, each of Parent Buyer and Chateau agrees Sellers will promptly supplement or amend the various schedules to use their reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement to reflect any matter which, if existing, occurring or known on the transactions contemplated by the Transaction Documents, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose date of this Agreement, the proper officers and directors of Chateau and Purchaser shall take all such necessary action. From the date of this Agreement through the Effective Time, Chateau shall timely file, or cause to be filed, with the SEC all Chateau SEC Documents would have been required to be so filedset forth or described in such schedules or which is necessary to correct any information in such schedules which was or has been rendered inaccurate thereby. Chateau No notice given pursuant to this Section 7.1 or supplements or amendments to the schedules to this Agreement shall take all necessary actions to make Affiliates have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of Purchaser the managing member or managing members, or general partner or general partners, as the case may be, determining satisfaction of the Surviving Company and the Surviving Partnership.any condition contained herein. 7.2

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Chateau the parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger, the Partnership Merger and the other transactions contemplated by the Transaction Documentsthis Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or desirable to obtain an approval, waiver or exemption from proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvalsapprovals or waivers from third parties required as a result of the transactions contemplated in this Agreement, waivers including without limitation the consents referred to in Schedule 2.5 of the Company Disclosure Schedule, (iv) the defending of any suits, claims, actions, investigations or exemption from non-governmental third parties; proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iiiv) the execution and or delivery of any additional instruments reasonably necessary or desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In additionconnection with and without limiting the foregoing, each the Purchaser and its board of Parent directors and Chateau agrees the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to use their reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or any of the transactions contemplated by the Transaction Documentsthis Agreement, including seeking use its commercially reasonable efforts to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate enable the transactions contemplated by this Agreement to be consummated as promptly as practicable on the Transaction Documents entered terms contemplated by any court or other Governmental Entity vacated or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement. Notwithstanding anything herein to the contrary, the proper officers and directors of Chateau and Purchaser shall take all such necessary action. From the date of nothing in this Agreement through shall be deemed to require the Effective TimePurchaser or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, Chateau shall timely fileassets or property, or cause the imposition of any material limitation on the ability of any of them to be filedconduct their business or to own or exercise control of such assets, with the SEC all Chateau SEC Documents required to be so filed. Chateau shall take all necessary actions to make Affiliates of Purchaser the managing member or managing members, or general partner or general partners, as the case may be, of the Surviving Company properties and the Surviving Partnershipstock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, including, but not limited to the provisions of Article VI, each of Parent and Chateau the parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger, the Partnership Merger and the other transactions contemplated by the Transaction Documentsthis Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or desirable to obtain an approval, waiver or exemption from proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvalsapprovals or waivers from third parties required as a result of the transactions contemplated in this Agreement, waivers including without limitation the consents referred to in Schedule 2.5(b) of the Parent Disclosure Schedule, (iv) the defending of any suits, claims, actions, investigations or exemption from non-governmental third parties; proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iiiv) the execution and or delivery of any additional instruments reasonably necessary or desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In additionconnection with and without limiting the foregoing, each IGPAC and its board of directors and Parent and Chateau agrees its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to use their reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or any of the transactions contemplated by this Agreement, use their commercially reasonable efforts to enable the Transaction DocumentsMerger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, including seeking nothing in this Agreement shall be deemed to have require IGPAC or Parent to agree to any staydivestiture by itself or any of its affiliates of shares of capital stock or of any business, temporary restraining order, injunctionassets or property, or restraining order or other order adversely affecting the imposition of any material limitation on the ability of the parties any of them to consummate the transactions contemplated by the Transaction Documents entered by any court conduct their business or other Governmental Entity vacated to own or reversed. Ifexercise control of such assets, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers properties and directors of Chateau and Purchaser shall take all such necessary action. From the date of this Agreement through the Effective Time, Chateau shall timely file, or cause to be filed, with the SEC all Chateau SEC Documents required to be so filed. Chateau shall take all necessary actions to make Affiliates of Purchaser the managing member or managing members, or general partner or general partners, as the case may be, of the Surviving Company and the Surviving Partnershipstock.