Common use of Reasonable Efforts Clause in Contracts

Reasonable Efforts. (a) Subject to Section 7.5(c), the Company and Parent shall, and shall use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions and (y) do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and to consummate and make effective the transactions contemplated by this Agreement on the terms and conditions set forth herein (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party of any communication to that party from any Governmental Body in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group).

Reasonable Efforts. (a) Subject to Section 7.5(c), the Company (i) Each of Halter Marine and Parent shall, and Friede Goldman shall use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (xA) take, or cause to be taken, all other actions appropriate action, and (y) do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement on the terms and conditions set forth herein as promptly as practicable, (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party of any communication to that party B) obtain from any Governmental Body in connection with Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required filing withto be obtained or made by Friede Goldman or Halter Marine or any of their subsidiaries, or approval to avoid any action or review byproceeding by any Governmental Entity (including, such Governmental Body without limitation, those in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoingHSR Act), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herein, including, without limitation, the Merger, and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (x) the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, (y) the HSR Act and (z) any other applicable Law; provided that Friede Goldman and Halter Marine shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or submission changes suggested in connection therewith. Halter Marine and Friede Goldman shall furnish to each other all information required for any application or action other filing to be taken made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by either this Agreement. Halter Marine and Friede Goldman shall not take any action, or refrain from taking any action, the Company effect of which would be to delay or Parent or any impede the ability of their respective Subsidiaries to effect the Merger Halter Marine and Friede Goldman to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)by this Agreement.

Reasonable Efforts. (a) Subject to Section 7.5(cthe terms and conditions of this Agreement and applicable law and, in the case of the Company, except as otherwise required by the fiduciary duties of the Company Board (as determined in good faith by the Company Board following the receipt of advice of outside legal counsel thereon), each of the Company and Parent shall, and shall parties hereto will use all commercially reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) advisable under applicable laws and regulations or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement on as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the terms conditions to such other party's obligation to consummate such transactions specified in Article VII to be fully satisfied. Without limiting the generality of the foregoing, the parties will, and conditions set forth herein will cause their respective directors, officers and Subsidiaries, and use commercially reasonable efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives, to consult and fully cooperate with and provide reasonable assistance to each other in (including seeking i) obtaining all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and giving all necessary notices to remove promptly and making all necessary filings with and applications and submissions to, any Governmental Entity or other Person; (ii) lifting any permanent or preliminary injunction or restraining order or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party similar order issued or entered by any court or Governmental Entity (an "Injunction") of any communication type referred to that party from any Governmental Body in connection with any Section 7.1(c); (iii) subject to the last sentence of Section 3.2(a), taking such actions as may reasonably be required filing with, under applicable state securities or approval or review by, such Governmental Body blue sky laws in connection with the Merger issuance of the Parent Series A Stock to be covered by the Registration Statement; and permit (iv) in general, consummating and making effective the transactions contemplated hereby; provided, however, that in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any Injunction referred to in clause (i) or (ii) of this sentence, no party will be required to pay any consideration (other than filing fees for any Governmental Filings), to divest itself of any of, or otherwise rearrange the composition of, its assets or to agree to any of the foregoing or to any conditions or requirements which are materially adverse to its interests or materially burdensome. Prior to making any application to or filing with any Governmental Entity or other Person in connection with this Agreement, each party will provide the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger drafts thereof and to consummate afford the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit party a reasonable opportunity to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, comment on such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)drafts.

Reasonable Efforts. (a) Subject to the express provisions of Section 7.5(c)8.12(e) and upon the terms and subject to the conditions set forth herein, each of the Company and Parent shall, and shall parties agrees to use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective the transactions contemplated by this Agreement on the terms and conditions set forth herein (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party of any communication to that party from any Governmental Body in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoingeffective, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect most expeditious manner practicable, the Merger Mergers and to consummate the other transactions contemplated hereby, including using all reasonable efforts to accomplish the following (Ai) neither the Company nor taking of all reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of its Subsidiaries shallall necessary consents, without Parent's prior written consentapprovals or waivers from third parties, commit including all Necessary Consents (provided, that the parties will discuss in good faith procedures to any divestiture or hold separate or similar transaction pursue third party consents with respect to the Mergers) (it being understood that failure to obtain any asset one or business more such consents, in and of TCI Groupitself, shall not constitute a condition to Closing hereunder), (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Mergers or the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, if, there is a reasonable possibility that the defending of such actions would result in their dismissal, removal, elimination or termination, and each (v) the execution or delivery of any additional instruments necessary to consummate the transactions and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's optionboard of directors will, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor if any of its Subsidiaries shall be required takeover statute or similar Legal Requirement is or becomes applicable to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its SubsidiariesMerger, this Agreement or any of the businessother transactions contemplated hereby, product lines or assets use all reasonable efforts to ensure that the Company Merger 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 Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect such Legal Requirement on the Company or on Merger, this Agreement and the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)other transactions contemplated hereby.

Reasonable Efforts. (a) Subject to Section 7.5(c)the terms and conditions provided in this Agreement, each of the Company and Parent shall, and parties hereto shall use all commercially reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) takepromptly, or cause to be taken, all other actions actions, and (y) doto do promptly, or cause to be done, all other things reasonably necessary, proper or appropriate advisable under applicable Legal Requirements to satisfy consummate and make effective the conditions set forth transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in Article VIII (unless waived) and order to consummate and make effective the transactions contemplated by this Agreement on for the purpose of securing to the parties hereto the benefits contemplated by this Agreement, including, without 39 limitation, the following: (a) the taking of all acts necessary to cause the conditions precedent set forth in Section 6.3 to be satisfied (other than obtaining consents, approvals or waivers which are governed by Section 5.7), (b) 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 (c) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Subject to the terms and conditions set forth herein (including seeking provided in this Agreement, each of Parent, Sub and the Company will take all reasonable actions necessary to remove comply promptly with all legal requirements which may be imposed on such party with respect to the Merger and will promptly cooperate with and furnish information to any injunction or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party of any communication to that party from any Governmental Body hereto in connection with any required such requirements imposed upon such other party in connection with the Merger. Each party will take all reasonable actions to obtain (and will cooperate with the other parties in obtaining) any consent, authorization, order or approval of or any registration, declaration or filing with, or approval or review an exemption by, any Governmental Authority required to be obtained or made by such Governmental Body party or its subsidiaries in connection with the Merger and permit or the other taking of any action contemplated thereby or by this Agreement; provided, however, that no party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest agree to any divestiture by Parent or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, 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 subsidiaries or any material portion of the assets affiliates or of the Company and or its Subsidiaries, affiliates or the imposition of any material limitation on the ability of any of the businessthem to conduct their businesses or to own or exercise control of such assets, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent properties and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)stock.

Reasonable Efforts. (a) Subject to Section 7.5(c)the terms and conditions of this Agreement and applicable law, in connection with an Exchange, each of the Company Eligible Holder exercising its Exchange Right and Parent shall, and Silver King shall use all its reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective such Exchange as soon as reasonably practicable following the transactions contemplated receipt or delivery by this Agreement on Silver King of an Exchange Notice, including such actions or things as Silver King or such Eligible Holder may reasonably request in order to cause the terms consummation of an Exchange following the receipt or delivery by Silver King of an Exchange Notice. Without limiting the generality of the foregoing, such Eligible Holder and conditions set forth herein Silver King shall (including seeking and shall cause their respective subsidiaries, and use their reasonable efforts to remove promptly cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) obtaining all necessary Governmental Consents and Contract Consents, and giving all necessary Contract Notices to and making all necessary Governmental Filings and other necessary filings with and applications and submissions to, any Governmental Entity or other person or entity; (ii) lifting any permanent or preliminary injunction or restraining order or other legal barrier that similar order issued or entered by any court or Governmental Entity in connection with an Exchange; (iii) providing all such information about such party, its subsidiaries and its officers, directors, partners and affiliates and making all applications and filings as may prevent such consummation). Each party shall promptly notify the other party of any communication to that party from any Governmental Body be necessary or reasonably requested in connection with any required filing withof the foregoing; and (iv) in general, or approval or review byconsummating and making effective the transactions contemplated hereby; provided, such Governmental Body however, that, other than in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any performance of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction obligations with respect to the consummation of a Restructuring Transaction as provided in Section 7.5(b), in order to obtain any asset such Consent, or business the lifting of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts any injunction or order referred to effect, such thereof in clauses (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Timei) as Parent shall reasonably request, and (Bii) of this sentence, neither Parent such Eligible Holder nor any of its Subsidiaries Silver King shall be required to (x) pay any consideration, to divest or hold separate itself of any of, or otherwise take (rearrange the composition of, its assets or refrain from taking) to agree to any conditions or commit requirements which could reasonably be expected to take (be materially adverse or refrain from taking) any action that limits burdensome to its freedom respective businesses, assets, financial condition or results of action with respect tooperations, or its ability (y) amend, or agree to retainamend, the Company or any of its Subsidiaries or in any material portion respect any Contract. Prior to making any application to or filing with any Governmental Entity or other person or entity in connection with an Exchange, each of Silver King and the assets of applicable Eligible Holder shall provide the Company other party with drafts thereof and its Subsidiaries, or any of afford the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have other party a Material Adverse Effect reasonable opportunity to comment on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)drafts.

Reasonable Efforts. (a) Subject to Section 7.5(c)the terms and conditions of this Agreement, the Company and Parent shall, and shall use all their reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions and (y) to do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable under Applicable Law to consummate and make effective the transactions contemplated by this Agreement on the terms Agreement, including (i) preparing and conditions set forth herein (including seeking to remove filing as promptly as practicable with any injunction governmental authority or other legal barrier that may prevent such consummation)third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any governmental authority or other third party, including through communications with customers of the Company, in each case which are necessary, proper or advisable to consummate the transactions contemplated by this Agreement. Each party of the Company and Parent shall promptly notify not take or omit to take any actions that would reasonably be likely to result in the failure or material delay of clause (ii) above or any of the conditions described in paragraphs (a), (b), (c) or (d) of Annex I. The Company and Parent shall cooperate with each other party of any communication to that party from any Governmental Body in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in making of all such connection filings, including providing copies of all such documents to the extent permitted non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent shall use their respective reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any Applicable Law in connection with the transactions contemplated by applicable lawthis Agreement. Notwithstanding In furtherance and not in limitation of the foregoing, in connection Parent shall make appropriate filings pursuant to Applicable Competition Laws with any filing or submission required or action respect to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, hereby as promptly as practicable (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction and with respect to any asset or business applicable pre-merger notification requirements in Germany, within 5 Business Days of TCI Groupthe date of this Agreement, and each with respect to any applicable pre-merger notification requirements in China and Taiwan, within 10 Business Days of the Company and the TCI Group Members shall commit to, date of this Agreement) and shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to such Applicable Competition Laws and use reasonable efforts to effect, such thereof (which commitments may, at take all other actions necessary to cause the Company's option, be conditioned upon and effective as expiration or termination of the Effective Time) applicable waiting periods under those Applicable Competition Laws as Parent shall reasonably requestsoon as practicable, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets shall cooperate with all reasonable requests of Parent or any in connection with such filings, supply of its Subsidiariesinformation and materials, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)other actions.

Reasonable Efforts. (a) Subject to Section 7.5(c)the terms and conditions of this Agreement and applicable law, each of the Company and Parent shall, and parties shall use all its reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective the transactions contemplated by this Agreement on as soon as reasonably practicable, including such actions or things as either party hereto may reasonably request in order to cause any of the terms conditions to such other party's obligation to consummate such transactions specified in Article V to be fully satisfied. Without limiting the generality of the foregoing, the parties shall (and conditions set forth herein shall cause their respective subsidiaries, and use their reasonable efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (including i) the preparation and filing with the SEC of the Proxy Statement and any necessary amendments of or supplements thereto; (ii) seeking to remove have the Proxy Statement cleared by the SEC as soon as reasonably practicable after filing with the SEC; (iii) obtaining all necessary Governmental Consents and Contract Consents, and giving all necessary Contract Notices to and making all necessary Governmental Filings and other necessary filings with and applications and submissions to, any Governmental Entity or other person or entity; (iv) filing all applicable Pre-Merger Notification and Report Forms required under the HSR Act as a result of the transactions contemplated by this Agreement and promptly complying with any requests for additional information and documentary material that may be requested pursuant to the HSR Act; (v) lifting any permanent or preliminary injunction or restraining order or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party similar order issued or entered by any court or Governmental Entity (an "Injunction") of any communication type referred to that party from any Governmental Body in Section 5.1; (vi) providing all such information about such party, its subsidiaries and its officers, directors, partners and affiliates and making all applications and filings as may be necessary or reasonably requested in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding of the foregoing; and (vii) in general, in connection with any filing or submission required or action to be taken by either consummating and making effective the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby; provided, (A) neither the Company nor however, that in order to obtain any of its Subsidiaries shall, without Parent's prior written consent, commit approval, waiver, license, permit, authorization, registration, qualification or other permission or action or the lifting of any Injunction referred to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof in clauses (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Timeiii) as Parent shall reasonably request, and (Bv) neither Parent nor any of its Subsidiaries this sentence, no party shall be required to (x) pay any consideration, to divest or hold separate itself of any of, or otherwise take rearrange the composition of, its assets or to agree to any conditions or requirements which are materially adverse or burdensome or (or refrain from takingy) or commit to take (or refrain from taking) any action that limits its freedom of action with respect toamend, or its ability agree to retainamend, the Company or any of its Subsidiaries or in any material portion respect any Contract. Prior to making any application to or filing with any Governmental Entity or other person or entity in connection with this Agreement, each of Silver and Silver Co. shall provide the assets of other party with drafts thereof and afford the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have other party a Material Adverse Effect reasonable opportunity to comment on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)drafts.

Reasonable Efforts. (a) Subject Upon the terms and subject to Section 7.5(c)the conditions set forth in this Agreement, the Company and Parent shall, and shall use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with Company shall cause its Subsidiaries to) each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all their reasonable efforts to promptly (xi) take, or to cause to be taken, all other actions actions, and (y) to do, or to cause to be done, and to assist and cooperate with the other parties in doing all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement on the terms and conditions set forth herein Agreement; (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party of any communication to that party ii) obtain from any Governmental Body in connection with Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken obtained by either the Company or Parent or any of their respective its Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (iii) make all registrations, filings, notifications or submissions which are necessary or advisable, and thereafter make any other required submissions, with respect to effect this Agreement, the Offer and the Merger required under (A) any applicable federal or state securities Laws, (B) the Israeli Anti-Trust Law and any other applicable antitrust laws, (C) the Law for the Encouragement of Capital Investment, 5719-1959, and the regulations and approvals promulgated thereunder, (D) the Encouragement of Industrial Research and Development Law, 5744-1984, and the regulations and grant approvals promulgated thereunder by the OCS and (E) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to consummate outside counsel for the non-filing party and including the timing of the initial filings, which will be made as promptly as practicable after the date of this Agreement; (iv) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any material written communication delivered to any Governmental Entity relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto; (vii) obtain all necessary consents, approvals or waivers from third parties; provided that none of the Company, Parent or Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents; (viii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the consummation of the transactions contemplated hereby, (A) neither including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each consummation of the Company transactions contemplated hereby; and (ix) execute and deliver any additional instruments necessary to consummate the TCI Group Members transactions contemplated by this Agreement. Nothing in this Agreement shall commit be deemed to require Parent to agree to, and shall use reasonable efforts to effector proffer to, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate any assets or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom portion of action with respect to, or its ability to retainany business of Parent, the Company or any of its Subsidiaries or their respective Subsidiaries. No parties to this Agreement shall consent to any material portion voluntary delay of the assets consummation of the transactions contemplated hereby at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld. The Company and its SubsidiariesBoard of Directors shall (1) use their reasonable efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Offer, the Merger or any of the businessother transactions contemplated by this Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, product lines or assets of Parent the Offer, the Merger or any of its Subsidiariesthe other transactions contemplated by this Agreement, if any use their reasonable efforts to ensure that the Offer, the Merger 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 statute or regulation on this Agreement, the foregoingOffer, individually or the Merger and the other transactions contemplated by this Agreement. Parent consents to the delivery by the Company to the OCS of Parent’s executed undertaking in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied form attached as Exhibit C to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)this Agreement if required by applicable Law.

Reasonable Efforts. (a) Subject to the express provisions of Section 7.5(c)5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth herein, each of the Company and Parent shall, and shall parties agrees to use all commercially reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or appropriate advisable to satisfy consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article VIII VI to be satisfied, (unless waivedii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and the removal of all Legal Restraints, (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, (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and make effective to fully carry out the purposes of, this Agreement, and (vi) in the case of Parent, voting the shares of Novadigm Common Stock held by Parent in favor of approval and adoption of this Agreement and approval of the Merger. In connection with and without limiting the foregoing, Novadigm, its Board of Directors and Subsidiaries shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement on the terms and conditions set forth herein (including seeking Agreement, use all commercially reasonable efforts to remove promptly any injunction or other legal barrier ensure that may prevent such consummation). Each party shall promptly notify the other party of any communication to that party from any Governmental Body in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated herebyby 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, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company this Agreement and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)transactions contemplated hereby.

Reasonable Efforts. (a) Subject Upon the terms and subject to Section 7.5(c)the conditions set forth in this Agreement, the Company and Parent shall, and each party hereto shall use all its reasonable efforts to take, or cause their respective Subsidiariesto be taken, as applicableall actions, to: (i) promptly and do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate and make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby and by the Stockholders Agreement. The Company and Parent shall use their reasonable efforts to (i) obtain all licenses, permits, consents, waivers, approvals, authorizations, qualifications or orders (including all United States and foreign governmental and regulatory rulings and approvals), and the Company and Parent shall make all filings (including, without limitation, all filings with United States and foreign governmental or regulatory agencies) under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby, including the Merger (in connection with which Parent and the Company will reasonably consult and cooperate with each other in connection with respect thereto; the making of all such filings, including providing copies of all such documents to the nonfiling party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith) and (ii) not take to furnish all information required for any action application or other filing to be made pursuant to any applicable Law or any applicable Regulations of any Governmental Authority (including effecting or agreeing all information required to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth be included in the Parent Disclosure Proxy Statement or the Company Disclosure Registration Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions and (y) do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and to consummate and make effective connection with the transactions contemplated by this Agreement Agreement; provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, the Company or the holding separate of the shares of Company Common Stock or imposing or seeking to impose any limitation on the terms and conditions set forth herein ability of Parent or any of its Subsidiaries or Affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares Company Common Stock or (including seeking y) otherwise take any step to remove promptly avoid or eliminate any injunction impediment which may be asserted under any Law governing competition, monopolies or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party of any communication to that party from any Governmental Body in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoingrestrictive trade practices which, in connection with any filing or submission required or action the reasonable judgment of Parent, might result in a limitation of the benefit expected to be taken derived by either Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise Affiliates. Neither party hereto will take (or refrain from taking) or commit to take (or refrain from taking) any action that limits which to its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or Knowledge will result in any of the businessrepresentations or warranties made by such party pursuant to Articles II or III, product lines as the case may be, becoming untrue or assets of Parent or inaccurate in any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)material respect.

Reasonable Efforts. (a) Subject to Section 7.5(c)the terms and conditions of this Agreement, the Company and Parent shall, and shall each party will use all commercially reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions and (y) to do, or cause to be done, all other things reasonably necessary, proper or appropriate advisable under this Agreement and the other Transaction Documents and applicable laws and regulations to satisfy consummate the conditions set forth in Article VIII transactions contemplated hereby and thereby as soon as practicable after the date hereof, including (unless waivedi) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate and make effective the transactions contemplated by this Agreement on and the other Transaction Documents and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, (i) each party hereto agrees to make appropriate filings as required pursuant to the HSR Act and any other Regulatory Law with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and (ii) subject to the terms and conditions set forth herein (including seeking of this Agreement, the Company will use commercially reasonable efforts to remove promptly any injunction or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party of any communication to that party from any Governmental Body in connection with any required filing withtake, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action cause to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger taken, all actions and to consummate the other transactions contemplated herebydo, (A) neither the Company nor any of its Subsidiaries shallor cause to be done, without Parent's prior written consentall things necessary, commit proper or advisable to any divestiture or hold separate or similar transaction obtain all waivers with respect to any asset or business each and every preemptive right and right of TCI Group, and each first refusal to which the issuance of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts Common Stock pursuant to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiariesthis Agreement would, if any of the foregoingnot for such waivers, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)give rise.

Reasonable Efforts. (a) Subject Upon the terms and subject to Section 7.5(c)the conditions set forth herein, each of the Company and Parent shall, and shall parties agrees to use all commercially reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement on and the terms and Ancillary Agreements, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth herein in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including seeking registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to remove promptly avoid any injunction suit, claim, action, investigation or other legal barrier proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including the Lenders’ Consent and the Necessary Consents (provided, that may prevent the parties will discuss in good faith procedures to pursue third party consents with respect to the transactions contemplated by this Agreement and the Ancillary Agreements) (it being understood that failure to obtain any one or more such consummationconsents, in and of itself, shall not constitute a failure by Seller or Purchaser to comply with any of its covenants herein or a failure of a condition to Closing hereunder). Each party shall promptly notify , (iv) the other party defending of any communication to that party from suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement, the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, and (v) the execution or delivery of any Governmental Body in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and additional instruments reasonably necessary to consummate the other transactions contemplated by, and to carry out fully the purposes of, this Agreement and the Ancillary Agreements. Promptly after the date hereof, Seller shall use commercially reasonable efforts to arrange a meeting between each of those Persons identified on Section 5.4(d)(i) of the Seller Disclosure Letter and representatives of the Company, Purchaser and Seller to introduce Purchaser to each such Person. In the event Seller or the Company receives any written notice or communication from any of those Persons identified on Section 5.4(d)(ii) of the Seller Disclosure Letter relating to the transactions contemplated hereby, (A) neither the or notice of termination or threatened termination of any Company nor any of its Subsidiaries shallMaterial Contract with such Person, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Groupthen Seller shall promptly, and each in any event within two (2) business days after receipt thereof, furnish Purchaser with a copy of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest notice or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)communication.

Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement (including Section 7.5(c), the Company 7.4 hereof) and Parent shallapplicable law, and (with respect to Parent) subject to the last proviso of the following sentence, each of the parties hereto shall use all its reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions and (y) to do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective the transactions contemplated by this Agreement on as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the terms conditions to such party's obligation to consummate such transactions specified in Article VIII to be fully satisfied. Without limiting the generality of the foregoing, each of the parties hereto shall (and conditions set forth herein each shall cause its directors, officers and Subsidiaries, and use its reasonable efforts to cause its Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (including A) the preparation and filing with the Commission of the Registration Statement, the preliminary proxy statement referred to in Section 3.2, the Proxy Statement and any necessary amendments or supplements to any of the foregoing; (B) seeking to remove promptly have such Registration Statement declared effective by the Commission as soon as reasonably practicable after filing; (C) taking such actions as may reasonably be required under applicable state securities or blue sky laws in connection with the issuance of the Stock Consideration; (D) using commercially reasonable efforts to obtain all required consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and to give all required notices to and to make all required filings with and applications and submissions to, any Governmental Entity or other Person, in each case required in order to cause any of the conditions to each other party's obligation to consummate the Merger and the transactions contemplated hereby to be fully satisfied; (E) filing all pre- merger notification and report forms required under the Xxxx-Xxxxx Act and responding to any requests for additional information made by any Governmental Entity pursuant to the Xxxx-Xxxxx Act; (F) using commercially reasonable efforts (which in the case of Parent do not require the commencement of litigation) to cause the lifting of any permanent or preliminary injunction or restraining order or other legal barrier that may prevent such consummation). Each party shall promptly notify the similar order issued or entered by any court or other party Governmental Entity (an "Injunction") of any communication type referred to that party from any Governmental Body in Section 8.2(d), 8.3(d) or 8.4(d); (G) providing all such information about such party, its Subsidiaries and its officers, directors, partners and Affiliates, and making all applications and filings, as may be necessary or reasonably requested in connection with any required of the foregoing; and (H) in general, using commercially reasonable efforts to consummate and make effective the transactions contemplated hereby; provided, however, that in making any such filing withand in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required permission or action or the lifting of any Injunction referred to be taken by either in this sentence, (x) neither the Company or Parent or Company, nor Liberty Media, nor Parent, nor any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries Affiliates shall be required to (and without the prior written consent of Liberty Media and Parent, the Company and its Affiliates shall not): (i) pay any consideration; (ii) surrender, modify or amend in any substantive respect any License or Contract (including this Agreement), (iii) hold separately (in trust or otherwise), divest or hold separate itself of, or otherwise take rearrange the composition of, any of its assets, (or refrain from takingiv) or commit agree to take (or refrain from taking) any action that limits its limitations on any such Person's freedom of action with respect toto future acquisitions of assets or with respect to any existing or future business or activities or on the enjoyment of the full rights of ownership, possession and use of any asset now owned or hereafter acquired by any such Person, or (v) agree to any of the foregoing or any other conditions or requirements of any Governmental Entity or other Person that are materially adverse or burdensome; (y) Parent shall not be required to take any action pursuant to the foregoing if the taking of such action is reasonably likely to result in the imposition of a condition or restriction of the type referred to in Section 8.3(e); and (z) Liberty Media and the Company recognize that Parent may allocate resources in whatever manner it reasonably deems appropriate; and provided, further, that Parent and its ability Subsidiaries shall not be required to retaintake any such action, or any other action pursuant to this Section 3.4, except to the extent that such action is required by statute, rule or regulation to be taken by or in the name of Parent or such Subsidiary (as opposed to by or in the name of Liberty Media or the Company or a Subsidiary thereof) in connection with the transactions contemplated by this Agreement and, in such event, Parent (or such Subsidiary of Parent) shall be required only to make filings and statements of fact and shall not under any of its Subsidiaries circumstances be required to commit or be committed to take or refrain from taking any material portion of the assets of the Company and its Subsidiaries, action or be subject to any of the restriction that relates to any business, product lines asset, liability, operation or assets employee of Parent or any of its Subsidiaries. Prior to making any application to or filing with any Governmental Entity or other Person in connection with this Agreement, if any of each party shall provide the foregoing, individually or in other party with drafts thereof and afford the aggregate, would have other party a Material Adverse Effect reasonable opportunity to comment on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)drafts.

Reasonable Efforts. (a) Subject to the express provisions of Section 7.5(c)6.2 hereof and upon the terms and subject to the conditions set forth herein, each of the Company and Parent shall, and shall parties agrees to use all commercially reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using all commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Sections 7, 8 and 9 to be satisfied; (ii) obtaining or making all consents, approvals, orders or authorizations of, or registrations, declarations or filings with any Governmental Authority and the taking of all reasonable steps as may be necessary to avoid any Action by any Governmental Authority; (iii) the obtaining of all consents, approvals or waivers from third parties, including, without limitation, in the case of the Company all consents under the Company’s Contracts identified in Section 3.5(c) of the Disclosure Schedule, each such consent (collectively, the “Required Consents”); (iv) the defending of any Actions challenging this Agreement or the consummation of the transactions contemplated hereby; and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated hereby, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and conditions set forth herein (including seeking otherwise to remove promptly any injunction or other legal barrier that may prevent such consummation). Each party shall promptly notify minimize the other party effect of any communication to that party from any Governmental Body in connection with any required filing withsuch Legal Requirement on the Merger, or approval or review by, such Governmental Body in connection with this Agreement and the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby. Notwithstanding anything in this Agreement to the contrary, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries nothing contained in this Agreement shall be required deemed to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company require Parent or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiariesto take, or agree to take, any Action of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)Divestiture.

Reasonable Efforts. (a) Subject Upon the terms and subject to the conditions set forth in this Agreement, including without limitation Section 7.5(c)6.5 hereto, each of the Company and Parent shall, and shall parties agrees to use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective effective, in the transactions contemplated by this Agreement on most expeditious manner practicable, the terms Offer and conditions set forth herein (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation). Each party shall promptly notify the Merger, and the other party Transactions, including (i) the preparation and filing with the SEC of any communication the Offer Documents, the Schedule 14D-9, the information required to that party be distributed to the shareholders of the Company pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder as is necessary to enable Parent's designees to be elected to the Company Board or Directors pursuant to Section 2.3 hereof, the preliminary Proxy Statement and the Proxy Statement and all necessary amendments or supplements thereto; (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from any Governmental Body in connection and the making of all necessary registrations and filings (including filings with any required filing withGovernmental Body, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or approval to avoid an action or review proceeding by, such any Governmental Body, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Body in connection with vacated or reversed, and (v) the Merger execution and permit delivery of any additional instruments necessary to consummate the other party Transactions and to review in advance any proposed communication to any Governmental Body in such connection to fully carry out the extent permitted by applicable lawpurposes of this Agreement. Notwithstanding the foregoing, or any other covenant herein contained, in connection with the receipt of any filing or submission required or action to be taken by either necessary approvals under the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated herebyHSR Act, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required entitled to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its Parent's or Purchaser's freedom of action with respect to, or its their ability to retain, the Company or any of its Subsidiaries or any material portion portions thereof or any of the businesses, product lines, properties or assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)without Parent's prior written consent.

Reasonable Efforts. (a) Subject to the express provisions of Section 7.5(c)5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth herein, each of the Company and Parent shall, and shall parties agrees to use all commercially 42 reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or appropriate advisable to satisfy consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VIII VI to be satisfied, (unless waivedii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from 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 (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and make effective to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement on the terms and conditions set forth herein (including seeking Agreement, use all commercially reasonable efforts to remove promptly any injunction or other legal barrier ensure that may prevent such consummation). Each party shall promptly notify the other party of any communication to that party from any Governmental Body in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated herebyby 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, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company this Agreement and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)transactions contemplated hereby.

Reasonable Efforts. (a) Subject Each of the parties to Section 7.5(c), the Company and Parent shallthis Agreement agrees to use reasonable best efforts, and shall use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing party hereto, to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions and (y) appropriate action to do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable under Applicable Law or otherwise to consummate and make effective the transactions contemplated by Transactions as promptly as practicable, including, subject to any applicable limitations set forth in this Agreement on Section and other provisions of this Agreement, causing the terms and satisfaction of the respective conditions set forth herein in ARTICLE VI (including seeking Conditions to remove Closing) and executing and delivering such other instruments and doing and performing such other acts and things as may be necessary or reasonably desirable for effecting the consummation of the Transactions. Without prejudice to the foregoing, as promptly as practicable after the date of this Agreement, if required by any injunction Applicable Law, each of the parties hereto (i) shall file any required or recommended filings with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) in accordance with the HSR Act, and (ii) shall file an antitrust notification in any other legal barrier that may prevent jurisdiction if required by any other applicable Antitrust Law. Each of the parties hereto shall furnish promptly to the FTC, the Antitrust Division and any other requesting Governmental Entity any additional information reasonably requested by any of them pursuant to the HSR Act or any other Antitrust Laws in connection with such consummation)filings. Each party shall promptly will notify the other party promptly upon the receipt of any communication to that party comments from any officials of any Governmental Body Entity in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party filings made pursuant to review in advance any proposed communication to any Governmental Body in such connection to this subsection. To the extent permitted by Applicable Law, and subject to all applicable law. Notwithstanding privileges (including the foregoingattorney-client privilege), each of the parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any filing analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submission required submitted by or action on behalf of any party hereto in connection with proceedings under or relating to be taken by either the Company or Parent HSR Act or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each Antitrust Law. Each of the Company and parties hereto shall cooperate reasonably with each other in connection with the TCI Group Members shall commit to, and shall use reasonable efforts to effect, making of all such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest filings or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)responses.

Reasonable Efforts. (a) Subject To the extent consistent with the fiduciary ------------------ duties of their respective Boards of Directors and subject to Section 7.5(c)the terms and conditions of this Agreement and applicable law, each of the Company parties shall act in good faith and Parent shall, and shall use all commercially reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective the transactions contemplated by this Agreement on as soon as practicable, including such actions or things as any other party may reasonably request in order to cause any of the terms conditions to such other party's obligation to consummate the transactions contemplated by this Agreement to be fully satisfied. Without limiting the foregoing, the parties shall (and conditions set forth herein shall cause their respective subsidiaries, and use commercially reasonable efforts to cause their respective directors, officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide assistance to each other in (including a) the preparation and filing with the Commission of the Registration Statement, and any necessary amendments or supplements thereto; (b) seeking to remove promptly any injunction have the Registration Statement declared effective by the Commission as soon as reasonably practicable after filing; (c) obtaining all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party of any communication permission or action by, and giving all necessary notices to that party from and making all necessary filings with and applications and submissions to, any Governmental Body Authority, or other person or entity as soon as reasonably practicable after the date hereof; (d) providing all such information concerning such party, its subsidiaries and its officers, directors, partners and affiliates and making all applications and filings as may be necessary or reasonably requested in connection with any required filing withof the foregoing; (e) in general, or approval or review by, such Governmental Body consummating and making effective the transactions contemplated hereby; and (f) in connection with the Merger event and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoingrequired, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect amending this Agreement so that this Agreement and the Merger and to consummate comply with the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)DGCL.

Reasonable Efforts. (a) Subject to Section 7.5(c)the terms and conditions of this Agreement and applicable law, each of the Company parties shall act in good faith and Parent shall, and shall use all commercially reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective the transactions contemplated by this Agreement on as soon as practicable, including such actions or things as any other party may reasonably request in order to cause any of the terms conditions to such other party's obligation to consummate the transactions contemplated by this Agreement to be fully satisfied. Without limiting the foregoing, the parties shall (and conditions set forth herein shall cause their respective subsidiaries, and use commercially reasonable efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide assistance to each other in (including a) the preparation and filing with the SEC of the Joint Proxy Statement/Prospectus, and any necessary amendments or supplements thereto; (b) seeking to remove promptly any injunction have the Joint Proxy Statement/Prospectus cleared by the SEC as soon as reasonably practicable after filing; (c) obtaining all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other legal barrier that may prevent such consummationpermission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (collectively, "GOVERNMENTAL ENTITY"). Each party shall promptly notify the , or other party person or entity as soon as reasonably practicable after filing; (d) seeking early termination of any communication to that party from any Governmental Body waiting period under the HSR Act; (e) providing all such information concerning such party, its subsidiaries and its officers, directors, partners and affiliates and making all applications and filings as may be necessary or reasonably requested in connection with any required of the foregoing; (f) in general, consummating and making effective the transactions contemplated hereby; and (g) in the event and to the extent required, amending this Agreement so that this Agreement, the KNOGO Merger and the VIDEO Merger comply with the DGCL and the Minnesota Act. Prior to making any application to or filing with, with any Governmental Entity or approval other person or review by, such Governmental Body entity in connection with this Agreement (other than filing under the Merger and permit HSR Act), each party shall provide the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger drafts thereof and to consummate afford the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit party a reasonable opportunity to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, comment on such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)drafts.

Reasonable Efforts. (a) Subject to Section 7.5(c)the terms and conditions of this Agreement, the Company and Parent shall, and shall each Party will use all reasonable commercial efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions and (y) to do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) advisable under this Agreement and Applicable Laws to consummate the Arrangement and make effective the other transactions contemplated by this Agreement on as soon as practicable after the terms date hereof, including preparing and conditions set forth herein (including seeking filing as promptly as practicable all documentation to remove effect all necessary applications, notices, filings and other documents and to obtain as promptly any injunction as practicable all Requisite Regulatory Approvals and all other consents, waivers, Orders, approvals, Permits, rulings, authorizations and clearances necessary or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party of any communication advisable to that party be obtained from any Governmental Body in connection with any required filing with, Third Party or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body Entity in such connection order to consummate the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent Arrangement or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither by this Agreement. Without limiting the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each generality of the Company and the TCI Group Members shall commit foregoing, Acquiror agrees to use all reasonable best efforts to, and shall use all reasonable best efforts to effectcause its Subsidiaries to: (i) in respect of holders of Company Shares who are eligible to, and do, receive Exchangeable Shares under the Arrangement that desire to make the election, to cause ExchangeCo to enter into elections with any such holders who make elections under Section 85 of the Tax Act and any equivalents thereof under provincial laws as set forth in the Plan of Arrangement; (which commitments may, at the Company's option, be conditioned upon and effective as of ii) prior to the Effective Time, cause the governing documents of ExchangeCo to be amended to create and/or provide for the Exchangeable Shares and otherwise as required to effect the transactions contemplated hereby; (iii) as Parent shall reasonably requestto reserve or have available a sufficient number of shares of Acquiror Common Stock for issuance upon the exchange from time to time of Exchangeable Shares; (iv) to promptly prepare and file the Acquiror Proxy Circular, convene and hold the Acquiror Meeting, and solicit proxies to be vote at the Acquiror Meeting to approve the issuance of the Acquiror Common Stock as contemplated by this Agreement; and (Bv) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take file a registration statement on Form S-3 (or refrain other applicable form) (the “S-3 Registration Statement”) with the SEC in order to register under the Securities Act the Acquiror Shares issuable from taking) or commit time to take time after the Effective Time upon exchange of the Exchangeable Shares and shall use all reasonable best efforts to cause the S-3 Registration Statement to become effective and to maintain the effectiveness of such registration so long as any Exchangeable Shares remain outstanding (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company other than those Exchangeable Shares held by Acquiror or any of its Subsidiaries affiliates) or any material portion of until such earlier time as Acquiror determines that the assets of the Company and its Subsidiariessecurities covered by such Registration Statement have been sold, or any of may be sold without volume restrictions pursuant to Rule 144, as determined by Acquiror, acting reasonably. Without limiting the business, product lines or assets of Parent or any of its Subsidiaries, if any generality of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied agrees to use all reasonable commercial efforts to determine whether the Company qualifies for an exemption available under Applicable Law such that the vote contemplated in Section 2.2(d)(ii) would not be required and its Subsidiariesif it does so qualify, would constitute a Material Adverse Effect on the Company or on the TCI Group)to avail itself of such exemption.

Reasonable Efforts. (a) Subject to Section 7.5(cthe terms and conditions of this Agreement and applicable law and, in the case of the Company, except as otherwise required by the fiduciary duties of the Company Board (as determined in good faith by the Company Board following the receipt of advice of the Company's outside legal counsel thereon), each of the Company and Parent shall, and shall parties hereto will use all commercially reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) advisable under applicable laws and regulations or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement on as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the terms conditions to such other party's obligation to consummate such transactions specified in Article VII to be fully satisfied. Without limiting the generality of the foregoing, the parties will, and conditions set forth herein will cause their respective directors, officers and Subsidiaries, and use commercially reasonable efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives, to consult and fully cooperate with and provide reasonable assistance to each other in (including seeking i) obtaining all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and giving all necessary notices to remove promptly and making all necessary filings with and applications and submissions to, any Governmental Entity or other Person; (ii) lifting any permanent or preliminary injunction or restraining order or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party similar order issued or entered by any court or Governmental Entity (an "Injunction") of any communication type referred to that party from any Governmental Body in connection with any Section 7.1(c); (iii) subject to the last sentence of Section 3.2(a), taking such actions as may reasonably be required filing with, under applicable state securities or approval or review by, such Governmental Body blue sky laws in connection with the Merger issuance of the Parent Series A Stock to be covered by the Registration Statement; and permit (iv) in general, consummating and making effective the transactions contemplated hereby. Prior to making any application to or filing with any Governmental Entity or other Person in connection with this Agreement, each party will provide the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger drafts thereof and to consummate afford the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit party a reasonable opportunity to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, comment on such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)drafts.

Reasonable Efforts. Antitrust; FDI. (a) Subject to the terms and conditions contained in this Section 7.5(c)4.3, Seller and Purchaser shall, and Seller shall cause the Company and Parent shallany of their Affiliates to, cooperate and shall use all their respective commercially reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions appropriate action, and (y) doto make, or cause to be donemade, all other things reasonably filings necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) advisable under applicable Laws and to consummate and make effective the transactions contemplated by this Agreement, including their respective commercially reasonable efforts to obtain, prior to the Closing Date, all Permits, consents, approvals, authorizations, qualifications and Orders of Governmental Entities and parties to Contracts with the Company (including landlords) as are necessary for consummation of the transactions contemplated by this Agreement on and to fulfill the conditions to consummation of the transactions contemplated hereby set forth in Section 5.1 and Section 5.2; provided, that no Indebtedness for borrowed money shall be repaid, except as otherwise required pursuant to the terms of the applicable loan agreement, and conditions set forth herein (including seeking no Material Contract shall be amended to remove promptly increase the amount payable thereunder or otherwise to be materially more burdensome to the Company, to obtain any injunction or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party of any communication to that party from any Governmental Body in connection with any required filing withconsent, or approval or review byauthorization, such Governmental Body in connection with without first obtaining the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable lawwritten approval of Purchaser. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of (b) Based on their respective Subsidiaries to effect analyses, the Merger and to consummate parties have the other transactions contemplated herebycommon understanding that, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each the consummation of the Company transactions contemplated under this Agreement, it is advisable to make a filing pursuant to Foreign Direct Investment (“FDI”) Laws in the Federal Republic of Germany. To the extent a mandatory German FDI filing should not be required, the parties agree that a voluntary filing should be made in order to pre-empt any call-in of the transaction by the German Ministry for Economic Affairs and Climate Action (the TCI Group Members shall commit to“BMWK”). Without prejudice to the foregoing sentences, if not already filed prior to the date hereof, Seller and Purchaser shall use their respective commercially reasonable efforts to effectpromptly file or cause to be filed, such thereof within five (which commitments may5) Business Days from the date hereof, at the Company's option, be conditioned upon a precautionary notification and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required application for a non-objection certificate to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group).the

Reasonable Efforts. (a) Subject Upon the terms and subject to the conditions set forth in this Agreement (including those contained in this Section 7.5(c5.11), each of the Company and Parent parties hereto shall, and shall cause its Subsidiaries to, use all its reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective effective, and to satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including (i) the obtaining of all necessary permits, waivers, consents, approvals and actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities; (ii) the obtaining of all necessary consents or waivers from third parties; and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. Parent will take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth herein in this Agreement. The Company and Parent shall, subject to applicable Law, promptly (including seeking to remove promptly x) cooperate and coordinate with the other in the taking of the actions contemplated by Clauses (i), (ii) and (iii) immediately above and (y) supply the other with any injunction or other legal barrier information that may prevent be reasonably required in order to effectuate the taking of such consummation)actions. Each party hereto shall promptly notify inform the other party or parties hereto, as the case may be, of any communication to that party from any Governmental Body in connection with Entity regarding any required filing with, or approval or review by, such Governmental Body in connection with of the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted transactions contemplated by applicable lawthis Agreement. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either If the Company or Parent receives a request for additional information or documentary material from any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction Governmental Entity with respect to any asset or business of TCI Groupthe transactions contemplated by this Agreement, and each of the Company and the TCI Group Members shall commit to, and then it shall use reasonable efforts to effectmake, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiariesand, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)transactions contemplated by this Agreement.

Reasonable Efforts. (a) Subject to Section 7.5(c)the terms and conditions herein provided, each of the Company and Parent shall, and shall parties hereto agrees to use all its reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions action and (y) to do, or cause to be done, all other things reasonably necessary, proper or appropriate advisable under applicable laws and regulations to satisfy ensure that the conditions set forth in Article VIII (unless waived) 6 are satisfied and to consummate and make effective the transactions contemplated by this Agreement on Agreement, including, without limitation, the terms obtaining of all necessary waivers, consents and conditions set forth herein (including seeking to remove promptly any injunction or other legal barrier approvals and the effecting of all necessary registrations and filings; provided, however, that may prevent such consummation). Each party shall promptly notify the other party of any communication to that party from any Governmental Body in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shallshall not, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members Parent shall commit not be required to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of other similar action with respect toto any assets, businesses or its ability to retain, product lines of the Company or any of its Subsidiaries or any material portion subsidiaries. Without limiting the generality of the assets of foregoing, as promptly as practicable, the Company, Parent and Sub shall make all filings and submissions under the HSR Act as may be reasonably required to be made in connection with this Agreement and the transactions contemplated hereby. Subject to the Confidentiality Agreements, the Company will furnish to Parent and its SubsidiariesSub, and Parent and Sub will furnish to the Company, such information and assistance as the other may reasonably request in connection with the preparation of any such filings or any submissions. Subject to the Confidentiality Agreements, the Company will provide Parent and Sub, and Parent and Sub will provide the Company, with copies of all material written correspondence, filings and communications (or memoranda setting forth the business, product lines or assets of Parent substance thereof) between such party or any of its Subsidiariesrepresentatives and any Governmental Entity, if with respect to the obtaining of any waivers, consent or approvals and the making of any registrations or filings, in each case that is necessary to consummate the Merger and the other transactions contemplated hereby. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers or directors of Parent and the Surviving Corporation shall take all such necessary action. In connection with and without limiting the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiariesthe Company's Board of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar law is or becomes applicable to this Agreement or any transaction contemplated thereby and (ii) if a state takeover statute or similar law becomes applicable to this Agreement or any transaction contemplated thereby, would constitute a Material Adverse Effect take all action necessary to ensure that the Merger and such other transaction may be consummated, as promptly as practicable, on the Company or on the TCI Group)terms contemplated by this Agreement.

Reasonable Efforts. (a) Subject to Section 7.5(c), the Company and Parent shall, and shall use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may betransaction) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions and (y) do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and to consummate and make effective the transactions contemplated by this Agreement on the terms and conditions set forth herein (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation); provided, however, that nothing in this sentence shall prohibit the Company from effecting the transactions contemplated by the ACC Agreement in accordance with its terms. Each party shall promptly notify the other party of any communication to that party from any Governmental Body in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members its Subsidiaries shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI GroupCompany).

Reasonable Efforts. (a) Subject to Section 7.5(c)the terms and conditions provided in this Agreement, the Company and Parent shall, and shall use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties hereto shall use its Commercially Reasonable Efforts to consummate ensure that its representations and warranties remain true and correct in all material respects prior to and as of the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); Effective Time, and (iii) use all reasonable efforts to promptly (x) taketake promptly, or cause to be taken, all other actions actions, and (y) doto do promptly, or cause to be done, all other things reasonably necessary, proper or appropriate advisable under applicable laws and regulations to satisfy consummate and make effective the conditions set forth transactions contemplated hereby, to effect all necessary registrations and filings, and to remove any injunctions or other impediments or delays, legal or otherwise, in Article VIII (unless waived) and order to consummate and make effective the transactions contemplated by this Agreement on for the terms and conditions set forth herein purpose of securing to the parties hereto the benefits contemplated by this Agreement provided, however, that Parent shall not be required to agree to (including seeking to remove promptly x) any injunction license, sale or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party disposition or holding separate (through establishment of a trust or otherwise) of any communication to that party from shares of capital stock or of any Governmental Body in connection with any required filing withbusiness, assets or approval properties of Parent, its subsidiaries or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing affiliates or submission required or action to be taken by either of the Company or Parent 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 Subsidiaries to effect businesses and, in the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any case of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets businesses of the Company and its Subsidiaries, or (z) the imposition of any of the businessimpediment on Parent, product lines its subsidiaries or assets of Parent affiliates or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries thatunder any statute, were rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such effect applied action described in (x), (y) or (z), an “Action of Divestiture”). Nothing herein shall require any party hereto to litigate with any Governmental Entity; provided, however, that if Parent elects to litigate with any Governmental Entity in connection with this Agreement, the Merger or the transactions contemplated hereby, the Company and its Subsidiariesshall cooperate fully with Parent in connection with the prosecution, would constitute a Material Adverse Effect on the Company defense, negotiation or on the TCI Group)settlement of such litigation.

Reasonable Efforts. (a) Subject to Section 7.5(c8.2(b), and following the Company and Parent shalldate hereof, and -------------- each of the parties hereto shall use all its commercially reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions and (y) action, or to do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement on and the terms Related Agreements and to cause the conditions set forth herein (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation). Each party shall promptly notify the obligations of the other party hereto to consummate the transactions contemplated hereby to be satisfied at the Closing and as of the Transfer Date as provided herein, including obtaining all consents and approvals of all Persons and Governmental or Regulatory Authorities and removing any communication injunctions or other Encumbrances on the Purchased Assets, impairments or delays the obtaining or removal of which are necessary, proper or advisable to that party from any Governmental Body in connection the consummation of the transactions contemplated by this Agreement and the Related Agreements. The parties hereto shall cooperate with any required filing with, or approval or review by, such Governmental Body each other in connection with the Merger and permit taking of all actions referenced in the preceding sentence, including providing (i) such reasonable assistance as the other party may request in connection with its preparation of any required filings or submissions and (ii) copies of all such filings and submissions to the non-filing party and its advisors prior to filing or submission and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The Seller and the Acquiror shall have the right to review in advance any proposed communication to any Governmental Body in such connection advance, and, to the extent permitted by applicable law. Notwithstanding practicable, each shall consult the foregoingother on, all the information relating to the Seller or the Acquiror, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement (including any filing contemplated by this Section 8.2(a)). The Seller and the Acquiror may, -------------- as each deems reasonably advisable and necessary, designate any competitively sensitive information provided to the other under this section as "outside counsel only." Such information shall be given only to outside counsel of the recipient. In addition, the Seller and the Acquiror may redact any information from such documents shared with the other party or its counsel that is not pertinent to the subject matter of the filing or submission required or action pertaining to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)by this Agreement.

Reasonable Efforts. (a) Subject to Section 7.5(cthe terms and conditions of this Agreement and applicable law and, in the case of the Company, except as otherwise required by the fiduciary duties of the Company Board (as determined in good faith by the Company Board following the receipt of advice of the Company's outside legal counsel thereon), the Company and Parent shall, and shall use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) hereto shall use all its reasonable best efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) advisable under applicable laws and regulations or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement on as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the terms conditions to such other party's obligation to consummate such transactions specified in Article VII to be fully satisfied. Without limiting the generality of the foregoing, the parties shall (and conditions set forth herein shall cause their respective directors, officers and subsidiaries, and use their reasonable best efforts to cause their respective affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (including seeking i) obtaining all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and giving all necessary notices to remove promptly and making all necessary filings with and applications and submissions to, any Governmental Entity or other Person; (ii) lifting any permanent or preliminary injunction or restraining order or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party similar order issued or entered by any court or Governmental Entity (an "Injunction") of any communication type referred to that party from any Governmental Body in connection with any Section 7.1(c); (iii) subject to the last sentence of Section 3.2(a), taking such actions as may reasonably be required filing with, under applicable state securities or approval or review by, such Governmental Body blue sky laws in connection with the Merger and permit issuance of the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action LMG Series A Stock to be taken covered by either the Company or Parent or any of their respective Subsidiaries Registration Statement; (iv) obtaining the tax opinions referred to effect in Sections 7.2(d) and 7.3(d); and (v) in general, consummating and making effective the Merger and to consummate the other transactions contemplated hereby; provided, (A) neither the Company nor however, that in order to obtain any of its Subsidiaries shall, without Parent's prior written consent, commit approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any Injunction referred to any divestiture in clause (i) or hold separate or similar transaction with respect to any asset or business (ii) of TCI Groupthis sentence, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries no party shall be required to pay any consideration, to divest or hold separate itself of any of, or otherwise take (rearrange the composition of, its assets or refrain from taking) to agree to any conditions or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoingrequirements which, individually or in the aggregate, would have a Material Adverse Effect on the Company or TCI. Prior to making any application to or filing with any Governmental Entity or other Person in connection with this Agreement, each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)drafts.

Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement (including Section 7.5(c), the Company 7.4 hereof) and Parent shallapplicable law, and (with respect to Parent) subject to the last proviso of the following sentence, each of the parties hereto shall use all its reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective the transactions contemplated by this Agreement on as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the terms conditions to such other party's obligation to consummate such transactions specified in Article VIII to be fully satisfied. Without limiting the generality of the foregoing, the parties shall (and conditions set forth herein shall cause their respective directors, officers and Subsidiaries, and use their reasonable efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (including i) the preparation and filing with the Commission of the S-4 Registration Statement, the Preliminary Proxy Statement, the Proxy Statement and any necessary amendments or supplements to any of the foregoing; (ii) seeking to remove promptly have such S-4 Registration Statement declared effective by the Commission as soon as reasonably practicable after filing; (iii) taking such actions as may reasonably be required under applicable state securities or blue sky laws in connection with the issuance of the Merger Consideration; (iv) using commercially reasonable efforts to obtain all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Entity or other Person required in order to cause any of the conditions to each other party's obligation to consummate the Merger and the transactions contemplated hereby to be fully satisfied; (v) filing all pre-merger notification and report forms required under the Xxxx-Xxxxx Act and responding to any requests for additional information made by any Governmental Entity pursuant to the Xxxx-Xxxxx Act; (vi) using commercially reasonable efforts (which in the case of Parent do not require the commencement of litigation) to lift any permanent or preliminary injunction or restraining order or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party similar order issued or entered by any court or Governmental Entity (an "Injunction") of any communication type referred to that party from any Governmental Body in Sections 8.2(d), 8.3(e) and 8.4(f); (vii) using commercially reasonable efforts to obtain (1) the tax opinions referred to in Sections 8.2(f), 8.3(e) and 8.4(f), (2) the officer's certificates (forms of which have been delivered to the parties prior to the date hereof) to be relied upon by such counsel in rendering such opinions) and (3) the opinions of its counsel referred to in Sections 8.2(g), and 8.3(f); (viii) providing all such information about such party, its Subsidiaries and its officers, directors, partners and Affiliates and making all applications and filings as may be necessary or reasonably requested in connection with any required of the foregoing; and (ix) in general, using commercially reasonable efforts to consummate and make effective the transactions contemplated thereby; provided, however, that in making any such filing withand in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required permission or action or the lifting of any Injunction referred to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated herebyin this sentence, (A) neither no party shall be required to (and without the prior written consent of Liberty and Parent, the Company nor and its Affiliates shall not) (1) pay any consideration, (2) surrender, modify or amend in any substantive respect any License or Contract (including this Agreement), (3) hold separately (in trust or otherwise), divest itself of, or otherwise rearrange the composition of, any of its Subsidiaries shallassets, without Parent's prior written consent, commit (4) agree to any divestiture limitations on any such Person's freedom of action with respect to future acquisitions of assets or hold separate or similar transaction with respect to any asset existing or future business of TCI Group, and each or activities or on the enjoyment of the Company full rights of ownership, possession and the TCI Group Members shall commit to, and shall use reasonable efforts of any asset now owned or hereafter acquired by any such Person or (5) agree to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and any other condition or requirement that is materially adverse or burdensome; (B) neither Parent nor any of its Subsidiaries Liberty shall be required to divest take any action pursuant to the foregoing if the taking of such action is reasonably likely to result in the imposition of a condition or hold separate restriction of the type referred to in Section 8.2(e) or otherwise 8.3(g); and (C) Liberty and the Company recognize that Parent may allocate resources in whatever manner it reasonably deems appropriate; and provided, further, that Parent and its Subsidiaries shall not be required to take any such action, or any other action pursuant to this Section 3.5, except to the extent that such action is required by statute, rule or regulation to be taken by or in the name of Parent or such Subsidiary (as opposed to by or in the name of Liberty or the Company or a Subsidiary thereof) in connection with the transactions contemplated by this Agreement and, in such event, Parent (or such Subsidiary of Parent) shall be required only to make filings and statements of fact and shall not under any circumstances be required to commit or be committed to take or refrain from taking) or commit to take (or refrain from taking) taking any action or be subject to any restriction that limits its freedom of action with respect to, or its ability relates to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines asset, liability, operation or assets employee of Parent or any of its Subsidiaries. Prior to making any application to or filing with any Governmental Entity or other Person in connection with this Agreement, if any of each party shall provide the foregoing, individually or in other party with drafts thereof and afford the aggregate, would have other party a Material Adverse Effect reasonable opportunity to comment on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)drafts.

Reasonable Efforts. (a) Subject to Section 7.5(cSections 8.2(b), and following the Company and Parent shall--------------- date hereof, and each of the parties hereto shall use all its commercially reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions and (y) action, or to do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement on and the terms Related Agreements and to cause the conditions set forth herein (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation). Each party shall promptly notify the obligations of the other party hereto to consummate the transactions contemplated hereby to be satisfied at the Closing, including obtaining all consents and approvals of all Persons and Governmental or Regulatory Authorities and removing any communication injunctions or other Encumbrances on the Purchased Assets, impairments or delays the obtaining or removal of which are necessary, proper or advisable to that party from any Governmental Body in connection the consummation of the transactions contemplated by this Agreement and the Related Agreements. The parties hereto shall cooperate with any required filing with, or approval or review by, such Governmental Body each other in connection with the Merger and permit taking of all actions referenced in the preceding sentence, including providing (i) such reasonable assistance as the other party may request in connection with its preparation of any required filings or submissions and (ii) copies of all such filings and submissions to the non-filing party and its advisors prior to filing or submission and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The Seller and the Acquiror shall have the right to review in advance any proposed communication to any Governmental Body in such connection advance, and, to the extent permitted by applicable law. Notwithstanding practicable, each shall consult the foregoingother on, all the information relating to the Seller or the Acquiror, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement (including any filing or submission required or action contemplated by this Section 8.2(a)). -------------- The Seller and the Acquiror may, as each deems reasonably advisable and necessary, designate any competitively sensitive information provided to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit under this section as "outside counsel only." Such information shall be given only to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each outside counsel of the Company recipient. In addition, the Seller and the TCI Group Members shall commit to, and shall use reasonable efforts Acquiror may redact any information from such documents shared with the other party or its counsel that is not pertinent to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as subject matter of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest filing or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)submission.

Reasonable Efforts. (a) Subject to Section 7.5(c), Each of the Company and Parent shall, and shall Parties will use all its reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, all other things reasonably necessary, proper necessary or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective the transactions contemplated by this Agreement as soon as reasonably practicable, including such actions or things as any other Party may reasonably request to cause any of the conditions to each Party's obligation to consummate such transactions to be satisfied. Without limiting the generality of the foregoing, (a) Old United will take all actions necessary to call and hold a meeting of its stockholders to vote on each matter required to be approved by the terms Old United stockholders in connection with the Transaction, (b) the board of directors of Old United will recommend that its stockholders vote in favor of each such matter and conditions set forth herein Old United will use its best commercially reasonable efforts to solicit proxies in favor of each such matter and otherwise to secure the required vote of its stockholders, (c) the Parties will consult and cooperate with and provide reasonable assistance to each other in (i) the preparation and filing with the Securities and Exchange Commission and any other appropriate authority of any proxy statement, registration statement or similar filing, including any amendments or supplements, as may be required in connection with the Transaction; (ii) seeking to remove promptly have any injunction such registration statement or similar filing declared effective as soon as reasonably practicable after filing; (iii) using best commercially reasonable efforts to obtain all necessary consents, approvals, waivers or other legal barrier action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any governmental authority or other third party required to cause any of the conditions to each other Party's obligation to consummate the Transaction to be satisfied, provided, however, that the Parties understand and agree that none of Liberty Media, LMI or their respective affiliates will be required to subject any of the Contributed Subs or Acquired Assets to a Partner Purchase Right in connection with the proposed transfer thereof to New United and that, if any such Partner Purchase Right is not waived, despite their having used their best commercially reasonable efforts to obtain a waiver of such Partner Purchase Right, Liberty Media and LMI will not be required to transfer or cause to be transferred the applicable Contributed Sub and Acquired Asset pursuant hereto; (iv) filing all pre-merger notification and report forms required under the HSR Act and responding to any requests for additional information made by any governmental authority pursuant to the HSR Act; (v) using reasonable efforts to obtain the fairness opinions described in paragraph 2 above and the tax opinions referred to in Exhibit A; and (vi) providing all such information about such Party, its subsidiaries and its officers, directors, partners and affiliates and making all applications and filings as may prevent such consummation). Each party shall promptly notify the other party of any communication to that party from any Governmental Body be necessary or reasonably requested in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding of the foregoing. Liberty Media will involve Old United as an active participant in all decisions, discussions and negotiations regarding consents and waivers of Partner Purchase Rights. Nothing in connection with any filing or submission required or action this Agreement will be construed to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, require (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company Party or any of its Subsidiaries or affiliates to pay any material portion consideration, to divest itself of the assets of the Company and its Subsidiariesany of, or otherwise rearrange the composition of, any of its assets or to agree to any of the businessforegoing or any other condition or requirement, product lines in each case to the extent that doing so would be adverse or assets of Parent burdensome to such Party in any material respect or (B) Liberty Media or LMI to cause AT&T Corp. (or any of its Subsidiariessubsidiaries other than those that are affiliates of Liberty Media, if as defined in paragraph 4 above) to take or to omit to take any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)action.

Reasonable Efforts. (a) Subject to Section 7.5(c), Each of the Company and Parent shall, and shall parties will use all its reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, all other things reasonably necessary, proper necessary or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective the transactions contemplated by this Agreement as soon as reasonably practicable, including such actions or things as any other party may reasonably request to cause any of the conditions to each party's obligation to consummate such transactions to be satisfied. Without limiting the generality of the foregoing, (a) each of United and UPC will take all actions necessary to call and hold a meeting of its stockholders to vote on each matter required to be approved by them in connection with the terms transactions contemplated by this Agreement, (b) the boards of directors of United and conditions set forth herein UPC will recommend that their respective stockholders vote in favor of each such matter and each of United and UPC will use reasonable efforts to solicit proxies in favor of each such matter and otherwise to secure the required vote of stockholder, provided that such recommendation and solicitation need not be made if such board of directors determines, after conferring with counsel, that the making of such recommendation would constitute a breach of such board's fiduciary duties, (c) United will vote or cause to be voted all shares of UPC voting stock beneficially owned by United to be voted in favor of each such matter that is submitted to the vote of UPC's stockholders, and (d) the parties will consult and cooperate with and provide reasonable assistance to each other in (i) the preparation and filing with the Securities and Exchange Commission and any other appropriate authority of any proxy statement, registration statement or similar filing, including any amendments or supplements, as may be required in connection with the transactions contemplated hereby; (ii) seeking to remove promptly have any injunction such registration statement or similar filing declared effective as soon reasonably practicable after filing; (iii) using reasonable efforts to obtain all necessary consents, approvals, waivers or other legal barrier that action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any governmental authority or other third party required to cause any of the conditions to each other party's obligation to consummate the transactions contemplated hereby to be satisfied; (v) filing all pre-merger notification and report forms required under the Hart-Xxxxx-Xxxxxx Xxt and responding to any requests for additional information made by any governmental authority pursuant to the Hart-Xxxxx-Xxxxxx Xxt; (vi) using reasonable efforts to obtain the fairness opinions described in paragraph 2 above and the tax opinions referred to in Exhibit A and Exhibit F; and (viii) providing all such information about such party, its subsidiaries and its officers, directors, partners and affiliates and making all applications and filings as may prevent such consummation). Each party shall promptly notify the other party of any communication to that party from any Governmental Body be necessary or reasonably requested in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding of the foregoing, . Nothing in connection with any filing or submission required or action this Agreement will be construed to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, require (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company party or any of its Subsidiaries or affiliates to pay any material portion consideration, to divest itself of the assets of the Company and its Subsidiariesany of, or otherwise rearrange the composition of, any of its assets or to agree to any of the businessforegoing or any other condition or requirement, product lines in each case to the extent that doing so would be adverse or assets of Parent burdensome to such party in any material respect or (B) Liberty or LMI to cause AT&T Corp. (or any of its Subsidiariessubsidiaries other than those that are affiliates of Liberty, if as defined in paragraph 4 above) to take or to omit to take any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)action.

Reasonable Efforts. (a) Subject Upon the terms and subject to the conditions of this Agreement, unless, to the extent permitted by the proviso to Section 7.5(c6.7(a), the Board of Directors of the Company and Parent shallapproves or recommends a superior proposal (as defined in Section 6.7(a)), and shall each of the parties hereto will use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) advisable under applicable laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the Offer and the Merger, including (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity (including those in connection with any governmental antitrust review, the FERC Approvals and the Local Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the obtaining of the approval of the Enron Master Termination Agreement, the Enron Settlement Agreement and the Enron Tender Agreement by the Bankruptcy Court pursuant to a motion in the form attached hereto as Exhibit 6.2 with only such changes as Purchaser and Parent may approve in writing, such approval not to be unreasonably withheld or delayed (the "Motion"), (iv) the defending of any claims, investigations, actions, lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer and the Merger, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution and delivery of any additional instruments (including any required supplemental indentures) necessary to consummate the Offer and the Merger. Subject to applicable laws and the terms of any relevant agreements with third parties relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will promptly consult the other on, any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement on Agreement, except that, in the terms and conditions set forth herein (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party case of any communication to that party from any Governmental Body in connection with any required filing withParent, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection only to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing such communications or submission required or action notices would have a material effect on Parent's ability to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to timely consummate the Offer or the Merger. The Company and Parent shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, (A) neither including promptly furnishing the Company nor any other with copies of its Subsidiaries shall, without Parent's prior written consent, commit notices or other communications sent to any divestiture or hold separate received by Parent or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or as the case may be, from any of third party and/or any Governmental Entity with respect to the businesstransactions contemplated hereby, product lines or assets of Parent or any of its Subsidiariesexcept that, if any of the foregoing, individually or in the aggregatecase of Parent, only to the extent such communications or notices would have a Material Adverse Effect on the Company or on the TCI Group (or an material effect on Parent Parent's ability to timely consummate the Offer or the Merger. Each party shall afford the other party with advance notice of, and its Subsidiaries a meaningful opportunity to participate in, any such communications to or from Governmental Entities, except that, were such effect applied in the case of Parent, only to the Company and its Subsidiariesextent such communications or notices would have a material effect on Parent's ability to consummate the Offer or the Merger, would constitute including, without limitation, a Material Adverse Effect on the Company right to attend, with advisors present, any meetings (telephonic or on the TCI Group)in person) with such Governmental Entities.

Reasonable Efforts. (a) Subject Upon the terms and subject to Section 7.5(c)the conditions set forth in the Merger Agreement, each of the Company and Parent shall, and shall parties will use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective effective, in the transactions contemplated most expeditious manner practicable, the Offer, the Merger and the other Transactions, 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 to obtain an approval or waiver from, or to avoid an action or proceeding by, any governmental entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Transaction Agreements or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by this Agreement any court or other governmental entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Agreements; PROVIDED, HOWEVER, that Parent will not be required to consent to any action described in paragraph (a) of Section 14. In connection with and without limiting the foregoing, the Company and the Board will (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Transaction Agreements, (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Transaction Agreements, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements and conditions set forth herein (including seeking otherwise to remove promptly any injunction minimize the effect of such statute or other legal barrier that may prevent such consummation). Each party shall promptly notify regulation on the other party of any communication to that party from any Governmental Body in connection with any required filing withOffer, or approval or review by, such Governmental Body in connection with the Merger and permit the other party Transactions and (iii) cooperate with Parent and the Purchaser in the arrangements for obtaining the financing required to review consummate the Offer and the Merger, and to pay related fees and expenses. Nothing in advance the Merger Agreement will require Parent to waive any proposed communication substantial rights or agree to any Governmental Body in such connection substantial limitation on its operations or to dispose of any asset or collection of assets of the extent permitted by applicable law. Notwithstanding the foregoingCompany, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect subsidiaries or affiliates. Notwithstanding the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retainforegoing, the Company or is not prohibited from taking any of its Subsidiaries or any material portion action permitted by the non-solicitation provisions of the assets of the Merger Agreement described under "Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)Takeover Proposals" above.

Reasonable Efforts. (a) Subject to Section 7.5(c), the Company terms and Parent shallconditions of this Agreement and applicable law, and (with respect to Parent) subject to the last proviso of the following sentence, each of the parties hereto shall use all its reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective the transactions contemplated by this Agreement on as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the terms conditions to such other party's obligation to consummate such transactions specified in Article VIII to be fully satisfied. Without limiting the generality of the foregoing, the parties shall (and conditions set forth herein shall cause their respective directors, officers and Subsidiaries, and use their reasonable efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (including i) the preparation and filing with the Commission of the Registration Statement, the preliminary proxy statement referred to in Section 3.2, the Proxy Statement and any necessary amendments or supplements to any thereof; (ii) seeking to remove promptly have such Registration Statement declared effective by the Commission as soon as reasonably practicable after filing; (iii) taking such actions as may reasonably be required under applicable state securities or blue sky laws in connection with the issuance of the Merger Consideration; (iv) using commercially reasonable efforts to obtain all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Entity or other Person required in order to cause any of the conditions to each other party's obligation to consummate the Merger and the transactions contemplated hereby to be fully satisfied; (v) filing all pre-merger notification and report forms required under the Xxxx-Xxxxx Act and responding to any requests for additional information made by any Governmental Entity pursuant to the Xxxx-Xxxxx Act; (vi) using commercially reasonable efforts (which in the case of Parent do not require the commencement of litigation) to lift any permanent or preliminary injunction or restraining order or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party similar order issued or entered by any court or Governmental Entity (an "Injunction") of any communication type referred to that party from any Governmental Body in Section 8.1(e); (vii) using commercially reasonable efforts to obtain the tax opinions referred to in Sections 8.2(h) and 8.3(e); (viii) providing all such information about such party, its Subsidiaries and its officers, directors, partners and Affiliates and making all applications and filings as may be necessary or reasonably requested in connection with any required of the foregoing; and (ix) in general, using commercially reasonable efforts to consummate and make effective the transactions contemplated thereby; provided, however, that, subject (with respect to Liberty) to Section 7.10(b), in making any such filing withand in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required permission or action or the lifting of any Injunction referred to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated herebyin this sentence, (A) neither no party shall be required to pay any consideration, to divest itself of any of, or otherwise rearrange the Company nor composition of, any of its Subsidiaries shall, without Parent's prior written consent, commit assets or to agree to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and foregoing or any other condition or requirement that is materially adverse or burdensome; (B) neither Parent nor Liberty shall be required to take any action pursuant to the foregoing if the taking of such action is reasonably likely to result in the imposition of a condition or restriction of the type referred to in Section 8.2(d); (C) without Liberty's prior consent, the Company shall not, and shall not permit any of its Subsidiaries to, amend any License or Contract, pay any consideration or make any agreement or reach any understanding or arrangement other than in the ordinary course of business consistent with prior practice; and (D) Liberty and the Company recognize that Parent may allocate resources in whatever manner it reasonably deems appropriate; and provided, further, that Parent and its Subsidiaries shall not be required to take any such action, or any other action pursuant to this Section 3.5, except to the extent that such action is required by statute, rule or regulation to be taken by or in the name of Parent or such Subsidiary (as opposed to by or in the name of Liberty or the Company or a Subsidiary thereof) in connection with the transactions contemplated by this Agreement and, in such event, Parent (or such Subsidiary of Parent) shall be required only to divest make filings and statements of fact and shall not under any circumstances be required to commit or hold separate or otherwise be committed to take (or refrain from taking) or commit to take (or refrain from taking) taking any action or be subject to any restriction that limits its freedom of action with respect to, or its ability relates to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines asset, liability, operation or assets employee of Parent or any of its Subsidiaries. Prior to making any application to or filing with any Governmental Entity or other Person in connection with this Agreement, if any of each party shall provide the foregoing, individually or in other party with drafts thereof and afford the aggregate, would have other party a Material Adverse Effect reasonable opportunity to comment on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)drafts.

Reasonable Efforts. (a) Subject Upon the terms and subject to Section 7.5(c), the Company and Parent shall, and shall use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions and (y) do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII this Agreement (unless waived) including those contained in this Section 6.05), each of the Stockholders (including the Stockholders’ Representative), HBC and the Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to take or cause to be taken all actions and cooperate with the other parties in doing all things necessary, proper or advisable to consummate and make effective effective, and to satisfy all conditions to the transactions contemplated Contemplated Transactions, including (i) obtaining all necessary Governmental Authorizations, and the making all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary or advisable to obtain an approval or waiver from or to avoid an action or proceeding by any Governmental Entity, (ii) obtaining all necessary consents or waivers from or providing notice to third parties (including actions required in order to continue any Material Contract (including any Contract entered into following the date of this Agreement on that would have been a Material Contract at the terms and conditions set forth herein (including seeking time this Agreement was entered into) following the Closing or to remove promptly avoid any injunction penalty or other legal barrier that may prevent fee under such consummation). Each party shall promptly notify the other party of any communication to that party from any Governmental Body Material Contract, in connection with any required filing with, or approval or review by, such Governmental Body each case arising in connection with the Merger Contemplated Transactions, and permit (iii) the other party to review in advance execution and delivery of any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and additional instruments necessary to consummate the other transactions contemplated herebyContemplated Transactions and to fully carry out the purposes of this Agreement. Subject to applicable Law, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and HBC shall promptly cooperate and coordinate with the TCI Group Members other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. In the event that any party shall commit tofail to obtain any such third party consent as required in clause (ii), that party shall use reasonable commercial efforts, and shall use reasonable efforts take any such actions reasonably requested by the other party, to effect, such thereof (which commitments may, at minimize any adverse effect on the consummation of the Contemplated Transactions and the business of the Company's option, be conditioned upon and effective as of HBC after the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required Closing from the failure to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were obtain such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)consent.

Reasonable Efforts. (a) Subject Each of the parties to Section 7.5(c), the Company and Parent shallthis Agreement agrees to use commercially reasonable efforts, and shall use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing party hereto, to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions and (y) appropriate action to do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable under Applicable Law or otherwise to consummate and make effective the transactions contemplated by Transactions as promptly as practicable, including, subject to any applicable limitations set forth in this Agreement on Section and other provisions of this Agreement, causing the terms and satisfaction of the respective conditions set forth herein in Article VI (including seeking Conditions to remove Closing) and executing and delivering such other instruments and doing and performing such other acts and things as may be necessary or reasonably desirable for effecting the consummation of the Transactions. Without prejudice to the foregoing, as promptly as practicable after the date of this Agreement, to the extent required, each of the parties hereto (i) shall file any injunction required notifications with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) in accordance with the HSR Act, and (ii) shall file any required antitrust notification in any other jurisdiction in accordance with any other applicable Antitrust Law, as determined by Purchaser in its reasonable judgment after consultation with Seller. Each of the parties hereto shall furnish promptly to the FTC, the Antitrust Division and any other requesting Governmental Entity any additional information reasonably requested by any of them pursuant to the HSR Act or any other legal barrier that may prevent Antitrust Laws in connection with such consummation)filings. Each party shall promptly will notify the other party promptly upon the receipt of any communication to that party comments from any officials of any Governmental Body Entity in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party filings made pursuant to review in advance any proposed communication to any Governmental Body in such connection to this subsection. To the extent permitted by Applicable Law, and subject to all applicable law. Notwithstanding privileges (including the foregoingattorney-client privilege), each of the parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any filing analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submission required submitted by or action on behalf of any party hereto in connection with proceedings under or relating to be taken by either the Company or Parent HSR Act or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each Antitrust Law. Each of the Company and parties hereto shall cooperate reasonably with each other in connection with the TCI Group Members shall commit to, and shall use reasonable efforts to effect, making of all such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest filings or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)responses.

Reasonable Efforts. (a) Subject Upon the terms and subject to Section 7.5(c)the conditions set forth in this Agreement, each of the Company and Parent shall, and shall parties agrees to use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions, waivers, consents, licenses and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval, waiver or license from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Stockholder Agreements, or the consummation of the transactions contemplated by this Agreement on the terms and conditions set forth herein (Agreement, including seeking to remove promptly have any injunction stay or temporary restraining order entered by any court or other legal barrier that may prevent such consummation). Each party shall promptly notify Governmental Entity vacated or reversed and (iv) the other party execution and delivery of any communication additional instruments necessary to that party from any Governmental Body in connection with any required filing with, or approval or review consummate the transactions contemplated by, such Governmental Body and to carry out fully the purposes of; this Agreement. Without limiting the foregoing, the Company and Parent shall use all reasonable efforts and cooperate in promptly preparing and filing as soon as practicable, and in any event within 15 business days after executing this Agreement, notifications under the HSR Act and related filings in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, and to respond as promptly as practicable to any injuries or requests received from the Federal Trade Commission (Athe "FTC"), the Antitrust Division of the United States Department of Justice (the "Antitrust Division") neither and any other Governmental Entities for additional information or documentation. Notwithstanding anything to the Company nor contrary contained in this Section 5.05, no party shall be obligated to take any action pursuant to this Section 5.05 if the taking of its Subsidiaries shallsuch action or the obtaining of any waiver, without Parent's prior written consent, commit to any divestiture approval or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, exemption would have a Material Adverse Effect material adverse effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)Parent.

Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement (including Section 7.5(c), the Company 7.4 hereof) and Parent shallapplicable law, and (with respect to Parent) subject to the last proviso of the following sentence, each of the parties hereto shall use all its reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective the transactions contemplated by this Agreement on as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the terms conditions to such other party's obligation to consummate such transactions specified in Article VIII to be fully satisfied. Without limiting the generality of the foregoing, the parties shall (and conditions set forth herein shall cause their respective directors, officers and Subsidiaries, and use their reasonable efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (including i) the preparation and filing with the Commission of the S-4 Registration Statement, the Preliminary Proxy Statement, the Proxy Statement and any necessary amendments or supplements to any of the foregoing; (ii) seeking to remove promptly have such S-4 Registration Statement declared effective by the Commission as soon as reasonably practicable after filing; (iii) taking such actions as may reasonably be required under applicable state securities or blue sky laws in connection with the issuance of the Merger Consideration; (iv) using commercially reasonable efforts to obtain all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Entity or other Person required in order to cause any of the conditions to each other party's obligation to consummate the Merger and the transactions contemplated hereby to be fully satisfied; (v) filing all pre- merger notification and report forms required under the Xxxx-Xxxxx Act and responding to any requests for additional information made by any Governmental Entity pursuant to the Xxxx-Xxxxx Act; (vi) using commercially reasonable efforts (which in the case of Parent do not require the commencement of litigation) to lift any permanent or preliminary injunction or restraining order or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party similar order issued or entered by any court or Governmental Entity (an "Injunction") of any communication type referred to that party from any Governmental Body in Sections 8.2(d), 8.3(e) and 8.4(f); (vii) using commercially reasonable efforts to obtain (1) the tax opinions referred to in Sections 8.2(f), 8.3(e) and 8.4(f), (2) the officer's certificates (forms of which have been delivered to the parties prior to the date hereof) to be relied upon by such counsel in rendering such opinions) and (3) the opinions of its counsel referred to in Sections 8.2(g), and 8.3(f); (viii) providing all such information about such party, its Subsidiaries and its officers, directors, partners and Affiliates and making all applications and filings as may be necessary or reasonably requested in connection with any required of the foregoing; and (ix) in general, using commercially reasonable efforts to consummate and make effective the transactions contemplated thereby; provided, however, that in making any such filing withand in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required permission or action or the lifting of any Injunction referred to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated herebyin this sentence, (A) neither no party shall be required to (and without the prior written consent of Liberty and Parent, the Company nor and its Affiliates shall not) (1) pay any consideration, (2) surrender, modify or amend in any substantive respect any License or Contract (including this Agreement), (3) hold separately (in trust or otherwise), divest itself of, or otherwise rearrange the composition of, any of its Subsidiaries shallassets, without Parent's prior written consent, commit (4) agree to any divestiture limitations on any such Person's freedom of action with respect to future acquisitions of assets or hold separate or similar transaction with respect to any asset existing or future business of TCI Group, and each or activities or on the enjoyment of the Company full rights of ownership, possession and the TCI Group Members shall commit to, and shall use reasonable efforts of any asset now owned or hereafter acquired by any such Person or (5) agree to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and any other condition or requirement that is materially adverse or burdensome; (B) neither Parent nor any of its Subsidiaries Liberty shall be required to divest take any action pursuant to the foregoing if the taking of such action is reasonably likely to result in the imposition of a condition or hold separate restriction of the type referred to in Section 8.2(e) or otherwise 8.3(g); and (C) Liberty and the Company recognize that Parent may allocate resources in whatever manner it reasonably deems appropriate; and provided, further, that Parent and its Subsidiaries shall not be required to take any such action, or any other action pursuant to this Section 3.5, except to the extent that such action is required by statute, rule or regulation to be taken by or in the name of Parent or such Subsidiary (as opposed to by or in the name of Liberty or the Company or a Subsidiary thereof) in connection with the transactions contemplated by this Agreement and, in such event, Parent (or such Subsidiary of Parent) shall be required only to make filings and statements of fact and shall not under any circumstances be required to commit or be committed to take or refrain from taking) or commit to take (or refrain from taking) taking any action or be subject to any restriction that limits its freedom of action with respect to, or its ability relates to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines asset, liability, operation or assets employee of Parent or any of its Subsidiaries. Prior to making any application to or filing with any Governmental Entity or other Person in connection with this Agreement, if any of each party shall provide the foregoing, individually or in other party with drafts thereof and afford the aggregate, would have other party a Material Adverse Effect reasonable opportunity to comment on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)drafts.

Reasonable Efforts. (a) Subject Upon the terms and subject to Section 7.5(c)the conditions herein provided, each of the Company and Parent shall, and shall Parties hereto agrees to use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable best efforts to promptly (x) take, or cause to be taken, all other actions and (y) action to do, or cause to be done, and to assist and cooperate with each of the other Parties hereto in doing or causing to be done, all other things reasonably necessary, proper proper, or appropriate advisable to satisfy consummate and make effective, in the conditions most expeditious manner practicable, the Transactions, including (i) the actions set forth in Article VIII VIII, (unless waivedii) the obtaining of all Governmental Approvals, and all other necessary actions or nonactions, waivers, consents, and approvals from all appropriate Governmental Entities and other Persons and the making of all necessary registrations and filings, (iii) the resolution of all organizational and human resources issues relating to consummate the Transactions, (iv) the obtaining or making of all Consents or Filings, Environmental Permits, or Licenses necessary or desirable to ensure that the Business of the Surviving Company and make effective the transactions contemplated by Surviving Subsidiary may be conducted without disruption consistent with the past practice of each of the Parties, (v) the defending of any Proceedings challenging this Agreement or the consummation of the Transactions, the defense of which shall, at the request of any of the Parties, be conducted jointly by the Nationwide Parties and the Harleysville Parties on a basis that is reasonably satisfactory to each Party, (vi) the terms delisting of the shares of common stock of HGI from NASDAQ and conditions set forth herein terminating its registration under the Exchange Act; provided that such delisting and termination shall not be effective until after the Effective Time of the Subsidiary Merger, (including seeking vii) subject to remove promptly applicable Law, the developing of a joint plan with respect to the retention of the Harleysville Parties’, and their respective Subsidiaries’, customers, policyholders, Producers and employees, (viii) the amendment, modification, or termination of any injunction reinsurance, pooling, cost or Tax allocation, services, management or other legal barrier that may prevent such consummation). Each party shall promptly notify Contracts between the other party of any communication to that party from any Governmental Body in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of Harleysville Parties and/or their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and Affiliates effective as of the Effective Time, (ix) as Parent shall reasonably requestthe response to inquiries of, and presentations to, rating agencies, and (Bx) neither Parent nor any developing integration plans; and each of its Subsidiaries shall be required the Parties hereto further agrees to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) taking any action that limits its freedom of action with respect to, would be reasonably likely to cause the Core Governmental Approvals or its ability the Transactions to retain, the Company be substantially conditioned or any of its Subsidiaries delayed. Nothing set forth in this Section 7.3 shall limit or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied affect actions permitted to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)be taken pursuant to Section 7.2.

Reasonable Efforts. (a) Subject Upon the terms and subject to Section 7.5(c)the conditions set forth in this Agreement, each of the Company and Parent shall, and shall parties hereto agrees to use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or appropriate advisable to satisfy obtain the conditions set forth in Article VIII (unless waivedadoption of this Agreement by the stockholders of the Company as contemplated by Sections 4.1(a) and 4.2(a) hereof and to consummate, as soon as practicable following such approval, the Merger and the other transactions contemplated by this Agreement and the Distribution Agreement, including, but not limited to (a) the obtaining of all necessary actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with the HSR Act), (b) the obtaining of all necessary consents, approvals or waivers from third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Distribution 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 with respect to the Merger, this Agreement or the Distribution Agreement vacated or reversed, (d) the execution and delivery of any additional instruments necessary to consummate and make effective the transactions contemplated by this Agreement on and the terms Distribution Agreement and (e) causing all conditions to the parties' obligations to consummate (i) the Merger set forth herein in Article 4 hereof and (including seeking ii) the Distribution set forth in Section 2.1(b) of the Distribution Agreement to remove promptly any injunction or other legal barrier that may prevent be satisfied. The Company and UNITRIN, upon the other's request, shall provide all such consummation). Each party shall promptly notify information reasonably necessary to accomplish the foregoing concerning the party's business and affairs to the other party of any communication to that party from any Governmental Body in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)party.

Reasonable Efforts. (a) Subject to Section 7.5(cSections 8.2(b), and following the Company and Parent shalldate hereof, and each of the parties hereto shall use all its commercially reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions and (y) action, or to do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement on and the terms Related Agreements and to cause the conditions set forth herein (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation). Each party shall promptly notify the obligations of the other party hereto to consummate the transactions contemplated hereby to be satisfied at the Closing, including obtaining all consents and approvals of all Persons and Governmental or Regulatory Authorities and removing any communication injunctions or other Encumbrances on the Purchased Assets, impairments or delays the obtaining or removal of which are necessary, proper or advisable to that party from any Governmental Body in connection the consummation of the transactions contemplated by this Agreement and the Related Agreements. The parties hereto shall cooperate with any required filing with, or approval or review by, such Governmental Body each other in connection with the Merger and permit taking of all actions referenced in the preceding sentence, including providing (i) such reasonable [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. assistance as the other party may request in connection with its preparation of any required filings or submissions and (ii) copies of all such filings and submissions to the non-filing party and its advisors prior to filing or submission and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The Seller and the Acquiror shall have the right to review in advance any proposed communication to any Governmental Body in such connection advance, and, to the extent permitted by applicable law. Notwithstanding practicable, each shall consult the foregoingother on, all the information relating to the Seller or the Acquiror, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement (including any filing or submission required or action contemplated by this Section 8.2(a)). The Seller and the Acquiror may, as each deems reasonably advisable and necessary, designate any competitively sensitive information provided to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit under this section as “outside counsel only.” Such information shall be given only to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each outside counsel of the Company recipient. In addition, the Seller and the TCI Group Members shall commit to, and shall use reasonable efforts Acquiror may redact any information from such documents shared with the other party or its counsel that is not pertinent to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as subject matter of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest filing or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)submission.

Reasonable Efforts. (a) Subject Each party to Section 7.5(c), this Agreement agrees that it will not voluntarily undertake any course of action inconsistent with the Company and Parent shall, and shall use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby provisions of this Agreement and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing use its Reasonable Efforts to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions action and (y) to do, or cause to be done, all other things reasonably necessary, proper proper, or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable under Applicable Laws to consummate and make effective the transactions contemplated by this Agreement on the terms and conditions set forth herein Agreement, including, without limitation, (including seeking to remove promptly i) cooperation in determining whether any injunction consents, approvals, orders, authorizations, waivers, declarations, filings, registrations or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party of any communication obligations of, with or to that party from any Governmental Body in connection with any Entity or third Person are required filing with, or approval or review by, such Governmental Body in connection with the Merger consummation of the transactions contemplated hereby; (ii) Reasonable Efforts to obtain any such consents, approvals, orders, authorizations, and permit the other party waivers and to review in advance effect any proposed communication such obligations, declarations, filings, and registrations; (iii) Reasonable Efforts to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action cause to be taken by either lifted or rescinded any judgment, decree, injunction or restraining order or other order restricting, preventing, prohibiting or otherwise adversely affecting the Company or Parent or any ability of their respective Subsidiaries to effect the Merger and parties to consummate the other transactions contemplated hereby, ; (Aiv) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit Reasonable Efforts to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Groupdefend, and each cooperation in defending, all lawsuits or other legal Proceedings challenging this Agreement or the consummation of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, transactions contemplated hereby; and (Bv) neither Parent nor the execution of any of its Subsidiaries shall be required additional instruments necessary to divest or hold separate or otherwise take consummate the transactions contemplated by this Agreement. Additionally, if, after the Closing Date, either Seller (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries Affiliates) or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent Buyer (or any of its SubsidiariesAffiliates, if including any of the foregoingCompanies) receives any payment or other benefit from a third Person that is owed to the other party under this Agreement, individually or including but not limited to, any amounts included in the aggregateRetained Accounts Receivable, would have a Material Adverse Effect on the Company Seller or on the TCI Group (Buyer, as applicable, will promptly pay that amount or an effect on Parent and its Subsidiaries that, were such effect applied benefit over to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)party to which it is owed.

Reasonable Efforts. (a) Subject to Section 7.5(c)the terms and conditions of this Agreement, the Company and Parent shalleach party shall use, and shall use cause each of its respective Subsidiaries to use, all commercially reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or to cause to be taken, all other actions appropriate action, and (y) to do, or to cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) to obtain from any Governmental Authorities any Licenses, Permits or Orders required to be obtained by such party or any of its Subsidiaries in connection with the authorization, execution and delivery of this Agreement on and the terms performance of its obligations hereunder and conditions set forth herein (including seeking iii) to remove make all necessary filings and thereafter to make promptly any injunction other required submissions, with respect to this Agreement required under (A) the HSR Act or (B) any other applicable Law, Regulation or Order; provided, that the Company and Shell shall cooperate with each other in connection with the making of all such filings and in supplying any information requested supplementally or by second request from any Governmental Authority. The Company and Shell shall request early termination of the waiting period under the HSR Act with respect to the transactions contemplated hereby. (b) The parties agree to cooperate and to cause their respective Subsidiaries to cooperate with respect to, and agree to use all commercially reasonable efforts vigorously to contest and resist and to have vacated, lifted, reversed or overturned, any action, including legislative, administrative or judicial action, including any Order (whether temporary, preliminary or permanent) of any Governmental Authority, that is in effect and that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement. Each of the parties also agrees to take any and all commercially reasonable actions that may be required by any Governmental Authority as a condition to the granting of any Permit or Order required in order to permit the consummation of the transactions contemplated hereby or as may be required to vacate, lift, reverse or overturn any administrative or judicial action that would otherwise cause any condition to the Effective Time not to be satisfied; provided, however, that in no event shall any party be required to take any action that could reasonably be expected to have a Company Material Adverse Effect or to result in a breach of this Agreement. (c) Each of the parties shall use, and shall cause its Subsidiaries to use, all commercially reasonable efforts to obtain from all Persons (other than Governmental Authorities) all consents that are (i) necessary, proper or advisable or (ii) otherwise required under any contracts, licenses, leases, easements or other legal barrier that may prevent agreements to which such consummationparty or any of its Subsidiaries is a party or by which it is bound, in order to permit such party to perform its obligations hereunder. (d) If any party shall fail to obtain any third party consent described in Section 6.01(c), such party shall use all commercially reasonable efforts, and shall take any such actions reasonably requested by the other parties, to limit the adverse effect upon the Company and its Subsidiaries, and Shell and its Subsidiaries, and each of their respective businesses resulting, or which could reasonably be expected to result after the Effective Time, from the failure to obtain such consent. Each (e) Upon learning thereof, each party shall promptly notify the other party parties of (i) any communication to complaints, investigations or hearings (or communications indicating that party the same may be contemplated) from or by any Governmental Body in connection Authorities with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection respect to the extent permitted by applicable law. Notwithstanding transactions contemplated hereby or (ii) the foregoing, in connection with any filing institution or submission required the threat of litigation involving this Agreement or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group). SECTION 6.02.

Reasonable Efforts. (a) Subject to Section 7.5(c), the Company and ------------------ Parent shall, and shall use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may betransaction) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions and (y) do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and to consummate and make effective the transactions contemplated by this Agreement on the terms and conditions set forth herein (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation); provided, however, that nothing in -------- ------- this sentence shall prohibit the Company from effecting the transactions contemplated by the ACC Agreement in accordance with its terms. Each party shall promptly notify the other party of any communication to that party from any Governmental Body in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members its Subsidiaries shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI GroupCompany).

Reasonable Efforts. (a) Subject to the express provisions of Section 7.5(c)7.2 and Section 7.3 hereof and upon the terms and subject to the conditions set forth herein, each of the Company and Parent shall, and shall parties agrees to use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or appropriate advisable to satisfy consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this 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 VIII to be satisfied, (unless waivedii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all Regulatory 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 (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and make effective to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and the Company and their respective Boards of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions -67- C:\WINDOWS\temp\Merger Agreement.doc (265888) contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and conditions set forth herein (including seeking otherwise to remove promptly any injunction or other legal barrier that may prevent minimize the effect of such consummation). Each party shall promptly notify Legal Requirement on the other party of any communication to that party from any Governmental Body in connection with any required filing withMerger, or approval or review by, such Governmental Body in connection with this Agreement and the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group).

Reasonable Efforts. (a) Subject Upon the terms and subject to Section 7.5(c)the conditions set forth in this Agreement, each of the Company and Parent shall, and shall parties agrees to use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions, waivers, consents, licenses and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval, waiver or license from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Stockholder Agreements, or the consummation of the transactions contemplated by this Agreement on the terms and conditions set forth herein (Agreement, including seeking to remove promptly have any injunction stay or temporary restraining order entered by any court or other legal barrier that may prevent such consummation). Each party shall promptly notify Governmental Entity vacated or reversed and (iv) the other party execution and delivery of any communication additional instruments necessary to that party from any Governmental Body in connection with any required filing with, or approval or review consummate the transactions contemplated by, such Governmental Body and to carry out fully the purposes of; this Agreement. Without limiting the foregoing, the Company and Parent shall use all reasonable efforts and cooperate in promptly preparing and filing as soon as practicable, and in any event within 15 business days after executing this Agreement, notifications under the HSR Act and related filings in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit and to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective respond as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group).26

Reasonable Efforts. (a) Subject to the express provisions of Section 7.5(c)6.2 and Section 6.3 hereof and upon the terms and subject to the conditions set forth herein, each of the Company and Parent shall, and shall parties agrees to use all commercially reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or appropriate advisable to satisfy consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this 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 VIII VII to be satisfied; (unless waivedii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity; (iii) the obtaining of all necessary consents, approvals or waivers from third parties; (iv) the taking of all actions set forth on Schedule 6.6(d); (v) 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 (vi) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and make effective to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement on the terms and conditions set forth herein (including seeking Agreement, use commercially reasonable efforts to remove promptly any injunction or other legal barrier ensure that may prevent such consummation). Each party shall promptly notify the other party of any communication to that party from any Governmental Body in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated herebyby 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, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company this Agreement and the TCI Group Members shall commit totransactions contemplated hereby. Notwithstanding anything to the contrary herein, and shall use reasonable efforts if the lessor or licensor under any Lease Document conditions its grant of a consent (including by threatening to effectexercise a “recapture” or other termination right) upon, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take requires in response to a notice or consent request regarding this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect toincluding increased rent payments), or its ability to retainthe provision of additional security (including a guaranty), the Company shall be solely responsible for making all such payments or any of its Subsidiaries or any material portion of providing all such additional security and the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied terms thereof shall be subject to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)Parent’s approval.

Reasonable Efforts. (a) Subject Upon the terms and subject to Section 7.5(c)the conditions set forth in this Amended and Restated Merger Agreement, each of the Company and Parent shall, and shall parties agrees to use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Amended and Restated Merger Agreement, including (a) obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities and making of all necessary registrations and filings and taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, including but not limited to any filing under the Improvements Act and any required approvals of the insurance regulatory authorities in the State of North Carolina and the State of Indiana, (b) obtaining of all necessary consents, approvals or waivers from third parties, (c) defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Amended and Restated Merger 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, (d) providing such other information and communications to such Governmental Entities as the other party or such Governmental Entities may reasonably request, (e) cooperate with the other party in obtaining, as promptly as practicable, all actions of Governmental Entities referred to above and (d) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement on the terms Amended and conditions set forth herein (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation)Restated Merger Agreement. Each party shall promptly notify the other party of any communication to that party from any Governmental Body in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection Notwithstanding anything to the extent permitted by applicable law. Notwithstanding the foregoingcontrary in this SECTION 8.4, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, Savers shall not commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Companywithout SMC's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)prior consent.

Reasonable Efforts. (a) Subject Upon the terms and subject to Section 7.5(c)the conditions set forth in this Agreement, each of the Company and Parent shall, and shall parties agrees to use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including: (a) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with the HSR Act, the EC Merger Regulation, any other applicable antitrust statute and state takeover statutes), (b) the obtaining of all necessary consents, approvals or waivers from third parties, (c) the defending of any lawsuits or other legal 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 with respect to the Merger or this Agreement vacated or reversed, and (d) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement on Agreement; PROVIDED, HOWEVER, that the terms and conditions set forth herein foregoing shall not require (including seeking i) Parent or the Company to remove promptly make any divestiture or consent to any divestiture in order to fulfill any condition or obtain any consent, authorization or approval or to appeal an injunction or other legal barrier that may prevent order, or to post a bond in respect of such consummation). Each party shall promptly notify the other party of appeal or (ii) Parent to comply with any communication to that party request for additional information from any Governmental Body Entity, compliance with which would be, after Parent's good faith efforts to negotiate with such Governmental Entity the narrowing of the scope of such request, unduly burdensome or expensive (it being understood that a "second request" for information from any Governmental Entity in connection with any required filing with, filings made under the HSR Act would not necessarily be unduly burdensome or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Groupexpensive).

Reasonable Efforts. (a) Subject to Section 7.5(c)the terms and conditions of this Agreement, each of the Company parties hereto shall cooperate with the other parties and Parent shall, use (and shall use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (iSubsidiaries to use) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all commercially reasonable efforts to promptly (xi) take, or cause to be taken, all other actions actions, and (y) do, or cause to be done, all other things reasonably things, necessary, proper or appropriate advisable under applicable Law or otherwise to satisfy cause the conditions set forth in Article VIII (unless waived) and to consummate and make effective the transactions contemplated by this Agreement on the terms and conditions set forth herein (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party of any communication to that party from any Governmental Body in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action Closing to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger satisfied as promptly as practicable and to consummate the Merger and the other transactions Transactions contemplated herebyin this Agreement and the documents, instruments and agreements entered into in connection with this Agreement, satisfy the closing conditions herein and the documents, instruments and agreements entered into in connection herewith, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (A) neither the Company nor including any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture required or hold separate or similar transaction with respect to any asset or business of TCI Grouprecommended filings under applicable Antitrust Laws), and each (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations from any Governmental Authority necessary, proper or advisable to consummate the Transactions, and third party approvals, consents, registrations, permits, authorizations and confirmations set forth on Schedule 5.4(a) of the Company Disclosure Schedule (such approvals, consents, registrations, permits, authorizations and confirmations, collectively, the “Required Consents”). Each of the parties shall provide the other parties with copies of all filings made by such party with any Governmental Authority and, upon request, any other information supplied by such party to a Governmental Authority in connection with this Agreement and the TCI Group Members shall commit toTransactions contemplated hereby. For purposes hereof, “Antitrust Laws” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Xxxx-Xxxxx-Xxxxxx Act, the Federal Trade Commission Act, as amended, and shall use reasonable efforts all other applicable Laws that are designed or intended to effectprohibit, such thereof (which commitments may, at restrict or regulate actions having the Company's option, be conditioned upon and effective as purpose or effect of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any monopolization or restraint of its Subsidiaries shall be required to divest trade or hold separate lessening of competition through merger or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)acquisition.

Reasonable Efforts. (a) Subject Each of the parties to Section 7.5(c), the Company and Parent shallthis Agreement agrees to use commercially reasonable efforts, and shall use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing party hereto, to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions and (y) appropriate action to do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable under Applicable Law or otherwise to consummate and make effective the transactions contemplated by Transactions as promptly as practicable, including, subject to any applicable limitations set forth in this Agreement on Section and other provisions of this Agreement, causing the terms and satisfaction of the respective conditions set forth herein in Article VI (including seeking Conditions to remove Closing) and executing and delivering such other instruments and doing and performing such other acts and things as may be necessary or reasonably desirable for effecting the consummation of the Transactions. Without prejudice to the foregoing, as promptly as practicable after the date of this Agreement, each of the parties hereto (i) shall file any injunction required notifications with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) in accordance with the HSR Act, and (ii) shall file any recommended or required antitrust notification in any other legal barrier that may prevent jurisdiction in accordance with any other applicable Antitrust Law, as determined by Purchaser in its reasonable judgment. Each of the parties hereto shall furnish promptly to the FTC, the Antitrust Division and any other requesting Governmental Entity any additional information reasonably requested by any of them pursuant to the HSR Act or any other Antitrust Laws in connection with such consummation)filings. Each party shall promptly will notify the other party promptly upon the receipt of any communication to that party comments from any officials of any Governmental Body Entity in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party filings made pursuant to review in advance any proposed communication to any Governmental Body in such connection to this subsection. To the extent permitted by Applicable Law, and subject to all applicable law. Notwithstanding privileges (including the foregoingattorney-client privilege), each of the parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any filing analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submission required submitted by or action on behalf of any party hereto in connection with proceedings under or relating to be taken by either the Company or Parent HSR Act or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each Antitrust Law. Each of the Company and parties hereto shall cooperate reasonably with each other in connection with the TCI Group Members shall commit to, and shall use reasonable efforts to effect, making of all such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest filings or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)responses.

Reasonable Efforts. (a) Subject to Section 7.5(c)the terms and conditions of this Agreement and applicable law, each of the Company and Parent shall, and parties hereto shall use all its reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective the transactions contemplated by this Agreement on the terms and conditions set forth herein (as soon as reasonably practicable, including seeking to remove promptly such actions or things as any injunction or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party hereto may reasonably request in order to cause any of any communication the conditions to that party from any Governmental Body such other party's obligation to consummate such transactions specified in connection with any required filing with, or approval or review by, such Governmental Body in connection with Article VIII to be fully satisfied. Without limiting the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding generality of the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of parties shall (and shall cause their respective Subsidiaries to effect the Merger directors, officers and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI GroupSubsidiaries, and each of the Company and the TCI Group Members shall commit to, and shall use their reasonable efforts to effectcause their respective Affiliates, such thereof employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (which commitments may, at i) the Company's option, be conditioned upon preparation and effective as filing with the Commission of the Effective Time) as Parent shall reasonably requestRegistration Statement, the preliminary proxy statement referred to in Section 3.2 and the Proxy Statement, and (B) neither Parent nor any of its Subsidiaries shall be required necessary amendments or supplements to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually including providing information to the other parties as may be reasonably required in connection therewith; (ii) seeking to have such Registration Statement declared effective, by the Commission as soon as reasonably practicable after filing; (iii) taking such actions as may reasonably be required under applicable state securities or blue sky laws in connection with the issuance of the Merger Consideration; (iv) using commercially reasonable efforts to obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and to give all necessary notices to and to make all necessary filings with and applications and submissions to, any Governmental Entity or other Person required in order to cause any of the conditions to each other party's obligation to consummate the Merger and the transactions contemplated hereby as specified in Article VIII to be fully satisfied (collectively the "Required Filings"); (v) filing all pre-merger notification and report forms required under the Xxxx-Xxxxx Act and responding to any requests for additional information made by any Governmental Entity pursuant to the Xxxx-Xxxxx Act; (vi) using commercially reasonable efforts to lift any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Entity (an "Injunction") of any type referred to in Section 8.2(d), 8.3(d) or 8.4(d), or to cause to be rescinded or rendered inapplicable any statute, rule or regulation of any type referred to in Section 8.2(e); (vii) using commercially reasonable efforts to obtain the tax opinions referred to in Sections 8.2(j), 8.3(h) and 8.4(h); (viii) providing all such information about such party, its Subsidiaries and its officers, directors, partners and Affiliates and making all applications and filings as may be reasonably requested in connection with any of the foregoing; and (ix) in general, using commercially reasonable efforts to consummate and make effective the transactions contemplated hereby; provided, however, that in making any such filing or in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the aggregatelifting of any Injunction, would have or causing to be rescinded or rendered inapplicable any statute, rule or regulation, or in taking any other action referred to in this sentence (a Material Adverse Effect on the Company or on the TCI Group "Facilitating Approval"), (or an effect on I) Parent and its Subsidiaries thatand Affiliates shall not be required to pay any consideration (other than customary filing fees and the like), were such effect applied divest or otherwise rearrange the composition of any assets or agree to any conditions, restrictions, requirements or other obligations which have, or are reasonably likely to have, a Parent Adverse Effect, (II) subject to Section 3.4(e), neither Liberty and its Subsidiaries and Affiliates nor the Company and its SubsidiariesSubsidiaries and Affiliates shall be required to pay any material consideration, would constitute a Material Adverse Effect on divest or otherwise rearrange the composition of any material assets or agree to any conditions or requirements which are, or are reasonably likely to be, materially adverse or materially burdensome to Liberty or the Company, as applicable, (III) without Liberty's prior consent (but subject to clause (ii) of the proviso in Section 3.4(b)), the Company and its Subsidiaries and Affiliates shall not amend in any material respect any material License or Contract, pay any material consideration, divest or otherwise rearrange the composition of any material assets or agree to any material conditions or requirements or make any material agreement or reach any understanding or arrangement with respect to the foregoing, in any such case other than in the ordinary course of business, and (IV) Liberty and the Company recognize that Parent may allocate resources in whatever manner it deems appropriate (including to the Parent May Transactions) in greater numbers and amounts, and more promptly, than to the transactions contemplated by this Agreement. For purposes of the foregoing proviso, the parties agree (without limitation of clause (ii) of the proviso in Section 3.4(b)) that (1) the Company's interest in Teligent is a material asset, (2) any material transactions involving the Company's interest in Teligent would be outside the ordinary course of business, and (3) subject to Section 3.4(e), Liberty shall not be required to agree or consent to a divestiture or rearrangement of the Company's interest in Teligent, or to any conditions or requirements relating to the Company's interest in Teligent (including, without limitation, any such conditions or requirements relating to the ownership and governance of Teligent following the Merger) other than those contained in the agreements and other instruments set forth in Section 4.1(2)(a) of the Company Disclosure Schedule. Prior to a party making any application to or filing with any Governmental Entity or other Person in connection with this Agreement, such party shall provide the other parties with drafts thereof and afford the other parties a reasonable opportunity to comment on the TCI Group)such drafts.

Reasonable Efforts. Each member of the Nextel Group and each member of the SpectraSite Group shall (a) Subject to Section 7.5(c), the Company and Parent shall, and shall use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek use all reasonable efforts to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult by the Ancillary Agreements and shall cooperate with each other in all reasonable respects with respect thereto; , (iib) use all reasonable efforts to promptly take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper, or appropriate to satisfy the conditions set forth in Section 5 and to consummate and make effective the transactions contemplated by this Agreement and by the Ancillary Agreements on the terms and conditions set forth herein and therein as soon as practicable (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation), provided, however, that no party shall be obligated to pay any sum or agree to any term in each case that is not customary in the circumstances or is otherwise materially adverse to the interests of such party in its reasonable discretion in seeking to obtain any consent required hereby, and (c) not take any action (including including, without limitation, effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination combination, or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may betransaction) which that would reasonably be expected to impair the ability of the parties to consummate the Merger transactions contemplated by this Agreement at the earliest practicable time, including, without limitation, any action that would impair efforts to secure any required Authorizations for such transactions (regardless of whether such action would otherwise be permitted or not prohibited hereunder); . Notwithstanding the foregoing, Nextel and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions its Subsidiaries and (y) do, or cause to be done, all other things Tower Aggregator and its Subsidiaries may take any action reasonably necessary, proper necessary or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and to consummate and make effective any of the transactions contemplated by this Agreement on or any of the terms Ancillary Agreements, and conditions set forth herein (including seeking Nextel and its Subsidiaries and Tower Aggregator and its Subsidiaries may take any action reasonably required to remove promptly any injunction or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party of any communication to that party from any Governmental Body in connection comply with any required filing withapplicable Law or to comply with or fulfill any contractual obligation of such party (in the case of such contractual obligations, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable lawin existence as of the date hereof). Notwithstanding the foregoingMoreover, in connection with any filing or submission required or action to be taken by either the Company Nextel or Parent Tower Aggregator or any of their respective Subsidiaries to obtain any Authorization or otherwise to effect the Merger and to consummate the other transactions contemplated herebyby this Agreement and the Ancillary Agreements, (A) neither the Company Nextel nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor Tower Aggregator nor any of its Subsidiaries shall will be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or retain any material portion of the its assets or existing (as of the Company and its Subsidiaries, date hereof) businesses or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)lines.

Reasonable Efforts. (a) Subject to the other provisions of this Agreement (including any other level of efforts specified in the other Sections of this Agreement with respect to the matters contemplated by such other Sections, including Section 7.5(c7.12), each of Parent and the Company and Parent shall, and shall use all reasonable efforts to cause their respective SubsidiariesSubsidiaries to, as applicable, to: use their reasonable efforts (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions and (y) do, or cause to be done, all other things reasonably necessary, proper or appropriate advisable to satisfy comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII (unless waived) and hereof, to consummate and make effective the transactions contemplated by this Agreement on the terms and conditions set forth herein (including seeking ii) to remove promptly any injunction or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party of any communication obtain (and to that party from any Governmental Body in connection cooperate with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance obtain) any proposed communication to consent, authorization, order or approval of, or any exemption by, any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with Entity and any filing or submission other third party which is required or action to be taken obtained by either the Company or Parent or any of their respective Subsidiaries to effect in connection with the Merger and to consummate the other transactions contemplated hereby, by this Agreement. Subject to the other provisions of this Agreement (A) neither including any other level of efforts specified in the Company nor any other Sections of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction this Agreement with respect to any asset or business of TCI Groupthe matters contemplated by such other Sections, including Section 7.12), the parties hereto shall cooperate with each other and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effectpromptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement and to comply with the terms and conditions of all such thereof (which commitments maypermits, at the Company's optionconsents, be conditioned upon approvals and effective as authorizations of the Effective Time) as Parent shall reasonably request, all such third parties and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company Governmental Entities. In furtherance and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any not in limitation of the foregoing, individually or each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as practicable after the date hereof (and, in any event, within fifteen (15) Business Days following the aggregate, would have a Material Adverse Effect on date hereof). Parent and the Company shall keep the other party reasonably informed and promptly advise each other upon receiving any communication from any Governmental Entity whose consent or on approval is required for consummation of the TCI Group (transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or an effect on Parent and its Subsidiaries that, were that the receipt of any such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company approval will be materially delayed or on the TCI Group)conditioned.

Reasonable Efforts. (a) Subject 6.7.1 Each of the Company, Parent and Merger Sub agree to Section 7.5(c), the Company and Parent shall, and shall use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective the transactions contemplated by this Agreement on as soon as reasonably practicable, including such actions or things as any party hereto may reasonably request in order to cause any of the terms conditions to any other party's obligation to consummate such transactions specified in Article VII and conditions set forth herein (including seeking Annex A to remove be fully satisfied, and to promptly any injunction or cooperate with and furnish information to each other legal barrier that may prevent such consummation). Each party shall promptly notify the other party of any communication to that party from any Governmental Body in connection with any required filing with, or approval or review by, such Governmental Body in connection requirements imposed upon any of them with respect thereto. Without limiting the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding generality of the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of parties shall (and shall cause their respective Subsidiaries to effect the Merger directors, officers and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI GroupSubsidiaries, and each of the Company and the TCI Group Members shall commit to, and shall use their reasonable efforts to effectcause their respective Affiliates, such thereof employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (which commitments mayi) the preparation and filing of any documents with the Commission contemplated hereby (including any necessary amendments or supplements); (ii) using commercially reasonable efforts to obtain all necessary consents, at the Company's optionapprovals, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably requestwaivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and (B) neither Parent nor giving all necessary notices to and making all necessary filings with and applications and submissions to, any of its Subsidiaries shall be Governmental Entity or other Person required to divest be obtained or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect tomade by Parent, or its ability to retainMerger Sub, the Company or any of their Subsidiaries in connection with the Offer, the Merger or the taking of any action contemplated thereby or by this Agreement; (iii) filing all pre-merger notification and report forms required under the Xxxx-Xxxxx Act and responding to any requests for additional information made by any Governmental Entity pursuant to the Xxxx-Xxxxx Act; (iv) using commercially reasonable efforts to lift any Injunction of any type referred to in Section 7.1.3; (v) providing all such information about such party, its Subsidiaries or any material portion of the assets of the Company and its Subsidiariesofficers, directors, partners and Affiliates and making all applications and filings as may be necessary or any of the business, product lines or assets of Parent or any of its Subsidiaries, if reasonably requested in connection with any of the foregoing; and (vi) in general, individually using commercially reasonable efforts to consummate and make effective the transactions contemplated thereby; provided, however, that in making any such filing and in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any Injunction referred to in this sentence, (A) no party shall be required to pay any consideration, to divest itself of any of, or otherwise rearrange the composition of, any of its assets or to agree to any of the foregoing or any other condition or requirement that is materially adverse or burdensome; and (B) Parent shall not be required to take any action pursuant to the foregoing if the taking of such action is reasonably likely to result in the aggregateimposition of a condition or restriction of the type referred to in paragraphs (a), would have (b) or (c) of Annex A. Prior to making any application to or filing with any Governmental Entity or other Person in connection with this Agreement, each party shall provide the other party with drafts thereof and afford the other party a Material Adverse Effect reasonable opportunity to comment on such drafts. In case at any time after the Company Effective Time any further action is necessary or on desirable to carry out the TCI Group (or an effect on Parent purposes of this Agreement, the proper officers and its Subsidiaries thatdirectors of each party to this Agreement then in office shall use their reasonable best efforts to take all such action. The parties hereto agree to file all pre-merger notification and report forms required under the Xxxx- Xxxxx Act, were such effect applied and to respond to any requests for additional information made by any Governmental Entity pursuant to the Company and its SubsidiariesXxxx-Xxxxx Act, would constitute a Material Adverse Effect on as soon as reasonably practicable, but not later than the Company or on expiration of the TCI Group)time period prescribed by the Xxxx-Xxxxx Act.

Reasonable Efforts. (a) Subject to the express provisions of Section 7.5(c)5.3 hereof and upon the terms and subject to the conditions set forth herein, each of the Company and Parent shall, and shall parties agrees to use all commercially reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or appropriate advisable to satisfy consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VIII VI to be satisfied; (unless waivedii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, qualifications, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to consummate avoid any suit, claim, action, investigation or proceeding by any Governmental Entity; (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents (provided, that the parties will discuss in good faith procedures to pursue third party consents, if any, with respect to the Merger (it being understood that failure to obtain any one or more such consents, in and make effective of itself, shall not constitute a failure by the Company to comply with any of its covenants herein or a failure of a condition to Closing hereunder)); (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative (including actions by a private party) challenging this Agreement or the consummation of the transactions contemplated hereby; (v) the taking of all reasonable actions necessary to have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement on and (vi) the terms and conditions set forth herein (including seeking to remove promptly any injunction execution or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party delivery of any communication to that party from any Governmental Body in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and additional instruments necessary to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Groupby, and each of to fully carry out the Company and the TCI Group Members shall commit topurposes of, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)this Agreement.

Reasonable Efforts. (a) Subject Upon the terms and subject to Section 7.5(c)the conditions set forth in this Agreement, each of the Company and Parent shall, and shall parties agrees to use all its commercially reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or appropriate advisable to satisfy consummate and make effective, in the most expeditious manner practicable, the Acquisition and the other transactions contemplated by this 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 VIII VI to be satisfied, (unless waivedii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, including without limitation the consents referred to in Schedule 2.5 of the Seller Schedule, (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, (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and make effective to fully carry out the purposes of, this Agreement and (vi) the separation of the Company’s IT functions from the IT functions of Seller and AHL. In connection with and without limiting the foregoing, at Closing Buyer shall send a termination letter to Continental in substantially the form of Exhibit A attached to the Investment Management Trust Agreement by and between Buyer and Continental dated as of February 5, 2007. In connection with and without limiting the foregoing, Buyer and its board of directors and Seller and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement on Agreement, use its commercially reasonable efforts to enable the terms Acquisition and conditions set forth herein (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party of any communication to that party from any Governmental Body in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated herebyby this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit nothing in this Agreement shall be deemed to require Buyer or Seller to agree to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company by itself or any of its Subsidiaries affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material portion limitation on the ability of the assets of the Company and its Subsidiaries, or any of the businessthem to conduct their business or to own or exercise control of such assets, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent properties and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)stock.

Reasonable Efforts. (a) Subject Each party agrees to Section 7.5(c), the Company and Parent shall, and shall use all its reasonable best efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement on including using reasonable best efforts to accomplish the terms following: (a) the taking of all reasonable acts necessary to cause the conditions to Closing to be satisfied; (b) the filing of applications for approval of the Bank Merger by the Oregon Director, the Idaho Director and conditions set forth herein (including seeking the FDIC and the approval of, or waiver of jurisdiction by the FRB of the Merger, any necessary filings with or notices to remove promptly the FRB or any injunction or other legal barrier that may prevent such consummation). Each party shall promptly notify Governmental Entity for the other party of Bolger Shareholder and the Trust to acquire the Merger Shares and, in cxxx xx the Trust, to become a bank holding company under the BHC Act, and any communication to that party from any Governmental Body filings under the HSR Act in connection with the Merger, in each case within 35 days after the date hereof (provided that notwithstanding the foregoing any required filing with, or approval or review by, such Governmental Body filings under the HSR Act in connection with the Merger may be made within 60 days of the date hereof); (c) the mailing of the proxy statement to Cascade's shareholders within 65 days after the date hereof; (d) the obtaining of all necessary actions or nonactions, waivers, consents and permit approvals from Governmental Entities and the other party making of all necessary registrations and filings (including filings with the Oregon Director, the Idaho Director, the FDIC and the FRB and under the HSR Act contemplated by Section 5.6 above) and the taking of all reasonable steps necessary to review in advance any proposed communication obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Body Entity, including, without limitation, any approvals or waivers required to be obtained by any F&M Holder that will be a bank holding company under the BHC Act following the Effective Time; (e) the obtaining of all necessary consents, approvals or waivers from third parties; and (f) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The information provided by F&M for inclusion in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments mayapplication referenced in this Section 5.7 will be, at the Company's optiontime of such filing or application, be conditioned upon true and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any complete in all material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)respects.

Reasonable Efforts. Upon the terms but subject to the conditions set forth in this Agreement, until the earlier of (a) Subject the Shareholders Meeting and (b) the termination of this Agreement, each of the parties agrees to Section 7.5(c), the Company and Parent shall, and shall use all its commercially reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective the transactions contemplated by this Agreement on Merger effective, in the terms most expeditious manner practicable including using commercially reasonable efforts to accomplish the following: (i) taking all commercially reasonable acts necessary and in the reasonable control of the party in question to cause the conditions precedent set forth herein in ARTICLE 5 to be satisfied, (ii) obtaining all necessary waivers, consents, approvals, orders and authorizations from Governmental Entities and making all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) required to be obtained or made by such party by any Governmental Entity if the failure to do so would reasonably result in a Parent Material Adverse Effect or Company Material Adverse Effect, (iii) obtaining all consents, approvals or waivers from third parties necessary to consummate the Merger, other than those the failure to obtain would not reasonably be expected to cause a Parent Material Adverse Effect or Company Material Adverse Effect (iv) defending any suits, claims, actions, investigations or proceedings, whether judicial or administrative, seeking to remove promptly prohibit the consummation of the Merger, including using commercially reasonable efforts to have any injunction stay or temporary restraining order entered by any court or other legal barrier that may prevent such consummation). Each party shall promptly notify the Governmental Entity vacated or reversed, and (v) executing and delivering any additional instruments requested by any other party of any communication hereto and that are reasonably necessary to that party from any Governmental Body in consummate the Merger. In connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding without limiting the foregoing, in connection with the parties hereto shall, if any filing state takeover statute or submission required similar Legal Requirement is or action becomes applicable to be taken by either the Company Merger or Parent or any of this Agreement, use their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use commercially reasonable efforts to effect, minimize the effect of such thereof (which commitments may, at Legal Requirement on the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its parties’ ability to retain, complete the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)Merger.

Reasonable Efforts. (a) Subject Upon the terms and subject to Section 7.5(c)the conditions set forth herein, each of the Company and Parent shall, and shall parties hereto agrees to use all commercially reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in Sections 7, 8 and 9 to be satisfied; (ii) obtaining or making all consents, approvals, orders or authorizations of, or registrations, declarations or filings with any Governmental Authority and the taking of commercially reasonable steps as may be necessary to avoid any Action by any Governmental Authority, including responding promptly to inquiries from applicable Governmental Authorities in connection with such filings, including providing any supplemental information that may be requested by such Governmental Authority; (iii) the obtaining of all consents, approvals or waivers from third parties (provided, that the parties will discuss in good faith procedures to pursue third party consents with respect to the Merger); (iv) the defending of any Actions challenging this Agreement or the consummation of the transactions contemplated hereby; (v) the executing or delivering of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; and (vi) if requested by Parent, obtaining a payoff letter, duly executed by ZTE (H.K.) Limited (“ZTE”), providing for the termination of the Company’s loan from ZTE and the release of all liens associated therewith upon the payment of the amounts specified therein at the Closing. In connection with and without limiting the foregoing, the Company and its board of directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated hereby, use commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and conditions set forth herein (including seeking otherwise to remove promptly any injunction or other legal barrier that may prevent such consummation). Each party shall promptly notify minimize the other party effect of any communication to that party from any Governmental Body in connection with any required filing withsuch Legal Requirement on the Merger, or approval or review by, such Governmental Body in connection with this Agreement and the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group).

Reasonable Efforts. (a) Subject to Section 7.5(c), the Company and Parent shall, and shall use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may betransaction) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions and (y) do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and to consummate and make effective the transactions contemplated by this Agreement on the terms and conditions set forth herein (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation); provided, however, that nothing in this sentence shall prohibit the Company from effecting the transactions contemplated by the ACC Agreement in accordance with its terms. Each party shall promptly notify the other party of any communication to that party from any Governmental Body in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any 35 40 divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members its Subsidiaries shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI GroupCompany).

Reasonable Efforts. (a) Subject Upon the terms and subject to Section 7.5(c)the conditions set forth herein, during the Company and Parent shallPre-Closing Period, and shall each of the parties hereto agrees to use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using all reasonable efforts to (i) cause the conditions precedent set forth in SECTION 8, SECTION 9 and SECTION 10 to be satisfied; (ii) avoid any Action by any Governmental Authority; (iii) obtain all Consents or waivers from third parties, including all applicable Consents under the Contracts (provided that, the parties will discuss in good faith procedures to pursue third party Consents with respect to the Merger, it being understood that the Company shall not make, or offer to make, or be required to make, any payment or other commitment in connection with obtaining any such Consent without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed); (iv) defend any Actions challenging this Agreement or the consummation of the transactions contemplated hereby; and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement, including obtaining executed Joinder Agreements from each Company Stockholder. In connection with, and without limiting the foregoing, the Company and the Company Board shall use all reasonable efforts to ensure that no state takeover law or similar Legal Requirements are or become applicable to the Merger, this Agreement or any of the transactions contemplated hereby and, if any takeover statute or similar Legal Requirements are or becomes applicable to the Merger, this Agreement or any of the transactions contemplated hereby, shall use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and conditions set forth herein (including seeking otherwise to remove promptly any injunction or other legal barrier that may prevent such consummation). Each party shall promptly notify minimize the other party effect of any communication to that party from any Governmental Body in connection with any required filing withsuch Legal Requirements on the Merger, or approval or review by, such Governmental Body in connection with this Agreement and the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby. Notwithstanding anything in this Agreement to the contrary, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries nothing contained in this Agreement shall be required deemed to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company require Parent or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiariesto take, or agree to take, any Action of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)Divestiture.

Reasonable Efforts. (a) Subject Each party to Section 7.5(c), this Agreement agrees that it will not voluntarily undertake any course of action inconsistent with the Company and Parent shall, and shall use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby provisions of this Agreement and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing use its Reasonable Efforts to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions action and (y) to do, or cause to be done, all other things reasonably necessary, proper proper, or appropriate advisable under Applicable Laws to consummate the transactions contemplated by this Agreement, including, without limitation, (i) cooperation in determining whether any consents, approvals, orders, authorizations, waivers, declarations, filings, Permit transfers or registrations of or with any Governmental Entity or third party are required in connection with the consummation of the transactions contemplated hereby; (ii) Reasonable Efforts to obtain any such consents, approvals, orders, authorizations, and waivers and to effect any such declarations, filings, Permit transfers, and registrations, including with respect to Sellers and the Company, obtaining any consent or releases required to satisfy the condition set forth in Section 9.1(h); (iii) Reasonable Efforts to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby; (iv) Reasonable Efforts to defend, and cooperation in defending, all lawsuits or other legal Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby; and (v) the execution of any additional instruments necessary to consummate the transactions contemplated by this Agreement. If any required consent is not obtained at the time all other Closing conditions are satisfied (or waived by the party for whose benefit the condition exists), Buyer and Sellers or their Affiliate that is a party to the underlying agreement will enter into a “back-to-back” arrangement that provides Buyer substantially the same economic benefits and burdens as the underlying agreement. Notwithstanding anything to the contrary in this Agreement, neither Buyer nor any of its Affiliates (which for purposes of this sentence shall include the Company) shall be required, (i) to pay any fees or expenses on behalf of Sellers or the Company, (ii) to hold separate (including by trust or otherwise) or divest any of their respective businesses, product lines or assets, (iii) to agree to any limitation on the operation or conduct of their or the Company’s respective businesses or (iv) to waive any of the conditions set forth in Article VIII (unless waived) and to consummate and make effective the transactions contemplated by IX of this Agreement on the terms and conditions set forth herein (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party of any communication to that party from any Governmental Body in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)Agreement.

Reasonable Efforts. (a1) Subject Upon and subject to Section 7.5(c)the terms and subject to the conditions set forth in this Agreement, each of the Company and Parent shall, and shall parties agrees to use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including using reasonable efforts to take the following actions: (i) the taking of all reasonable acts necessary to cause the Offer Conditions 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 to avoid an action or proceeding by any Governmental Entity including, but not limited to, all filings under the HSR Act which are required in connection with the transactions contemplated by this Agreement. Each party shall cooperate with the other party in connection with the other party's filings under the HSR Act including taking all reasonable actions to cause early termination of all applicable waiting periods, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement on 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 (v) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, but subject to the terms and conditions set forth herein (including seeking hereof, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to remove promptly the Offer, the Merger, this Agreement or any injunction or other legal barrier transactions contemplated by this Agreement, use all reasonable efforts to ensure that may prevent such consummation). Each party shall promptly notify the other party of any communication to that party from any Governmental Body in connection with any required filing withOffer, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated herebyby this Agreement 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 Offer, (A) neither the Company nor any of its Subsidiaries shallMerger, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company this Agreement and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)other transactions contemplated by this Agreement.

Reasonable Efforts. (a) Subject Upon the terms and subject to the conditions set forth in this Agreement, including, with regard to the Company, Section 7.5(c)4.2, each of the Company and Parent shall, and shall parties agrees to use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, but not limited to: (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with the HSR Act and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from 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 hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement on Agreement. Parent and the terms Company shall cooperate with each other in connection with the making of such filings, including providing copies of all such documents to the non-filing party and conditions set forth herein its advisors prior to filing and, if requested, accepting all reasonable suggestions in connection therewith. (including seeking b) The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or in behalf of any party hereto in connection with proceedings under or relating to remove promptly the HSR Act or any injunction other federal, state or other legal barrier that may prevent such consummation)foreign antitrust or fair trade law. Each party shall promptly notify the other party of any communication to that party from any Governmental Body Entity in connection with any required filing with, or approval or review by, such Governmental Body Entity in connection with the Merger and permit the other party to review in advance any such proposed communication to any Governmental Body Entity. Neither party shall agree to participate in any meeting with any Governmental Entity in respect of any such connection filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by applicable law. Notwithstanding the foregoingsuch Governmental Entity, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate gives the other transactions contemplated herebyparty the opportunity to attend and participate thereat. (c) Each party shall use all reasonable efforts to not take any action, (A) neither the Company nor or enter into any transaction, which would cause any of its Subsidiaries shall, without Parent's prior written consent, commit representations or warranties contained in this Agreement to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or untrue in any material portion respect or result in a material breach of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or covenant made by it in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group).this Agreement. Section 5.11

Reasonable Efforts. (a) Subject Each of the Company, Parent and Merger Sub agree to Section 7.5(c), the Company and Parent shall, and shall use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective the transactions contemplated by this Agreement on as soon as reasonably practicable, including such actions or things as any party hereto may reasonably request in order to cause any of the terms conditions to any other party's obligation to consummate such transactions specified in Article VII and conditions set forth herein (including seeking Annex A to remove be fully satisfied, and to promptly any injunction or cooperate with and furnish information to each other legal barrier that may prevent such consummation). Each party shall promptly notify the other party of any communication to that party from any Governmental Body in connection with any required filing with, or approval or review by, such Governmental Body in connection requirements imposed upon any of them with respect thereto. Without limiting the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding generality of the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of parties shall (and shall cause their respective Subsidiaries to effect the Merger directors, officers and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI GroupSubsidiaries, and each of the Company and the TCI Group Members shall commit to, and shall use their reasonable efforts to effectcause their respective Affiliates, such thereof employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (which commitments mayi) the preparation and filing of any documents with the Commission contemplated hereby (including any necessary amendments or supplements); (ii) using commercially reasonable efforts to obtain all necessary consents, at the Company's optionapprovals, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably requestwaivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and (B) neither Parent nor giving all necessary notices to and making all necessary filings with and applications and submissions to, any of its Subsidiaries shall be Governmental Entity or other Person required to divest be obtained or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect tomade by Parent, or its ability to retainMerger Sub, the Company or any of their Subsidiaries in connection with the Offer, the Merger or the taking of any action contemplated thereby or by this Agreement; (iii) filing all pre-merger notification and report forms required under the Xxxx-Xxxxx Act and responding to any requests for additional information made by any Governmental Entity pursuant to the Xxxx- Xxxxx Act; (iv) using commercially reasonable efforts to lift any Injunction of any type referred to in Section 7.1(c); (v) providing all such information about such party, its Subsidiaries or any material portion of the assets of the Company and its Subsidiariesofficers, directors, partners and Affiliates and making all applications and filings as may be necessary or any of the business, product lines or assets of Parent or any of its Subsidiaries, if reasonably requested in connection with any of the foregoing; and (vi) in general, individually using commercially reasonable efforts to consummate and make effective the transactions contemplated thereby; provided, however, that in making any such filing and in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any Injunction referred to in this sentence, (A) no party shall be required to pay any consideration, to divest itself of any of, or otherwise rearrange the composition of, any of its assets or to agree to any of the foregoing or any other condition or requirement that is materially adverse or burdensome; (B) Parent shall not be required to take any action pursuant to the foregoing if the taking of such action is reasonably likely to result in the aggregateimposition of a condition or restriction of the type referred to in paragraphs (a), would have a Material Adverse Effect on (b) or (c) of Annex A; and (C) without Parent's prior consent, the Company or on the TCI Group (or an effect on Parent shall not, and shall not permit any of its Subsidiaries thatto, were amend any material License or material Contract, pay any consideration or make any agreement or reach any understanding or arrangement other than in the ordinary course of business consistent with prior practice. Prior to making any application to or filing with any Governmental Entity or other Person in connection with this Agreement, each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such effect applied drafts. In case at any time after the Effective Time any further action is necessary or desirable to carry out the Company purposes of this Agreement, the proper officers and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)directors of each party to this Agreement then in office shall use their reasonable best efforts to take all such action.

Reasonable Efforts. (a) Subject to Section 7.5(c)the terms and conditions of this Agreement and applicable law, each of the Company parties shall act in good faith and Parent shall, and shall use all commercially reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective the transactions contemplated by this Agreement on as soon as practicable, including such actions or things as any other party may reasonably request in order to cause any of 32 the terms conditions to such other party's obligation to consummate the transactions contemplated by this Agreement to be fully satisfied. Without limiting the foregoing, the parties shall (and conditions set forth herein shall cause their respective subsidiaries, and use commercially reasonable efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide assistance to each other in (including a) the preparation and filing with the SEC of the Joint Proxy Statement/Prospectus, and any necessary amendments or supplements thereto; (b) seeking to remove promptly any injunction have the Joint Proxy Statement/Prospectus cleared by the SEC as soon as reasonably practicable after filing; (c) obtaining all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other legal barrier that may prevent such consummationpermission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (collectively, "Governmental Entity"). Each party shall promptly notify the , or other party person or entity as soon as reasonably practicable after filing; (d) seeking early termination of any communication to that party from any Governmental Body waiting period under the HSR Act; (e) providing all such information concerning such party, its subsidiaries and its officers, directors, partners and affiliates and making all applications and filings as may be necessary or reasonably requested in connection with any required of the foregoing; (f) in general, consummating and making effective the transactions contemplated hereby; and (g) in the event and to the extent required, amending this Agreement so that this Agreement, the KNOGO Merger and the VIDEO Merger comply with the DGCL and the Minnesota Act. Prior to making any application to or filing with, with any Governmental Entity or approval other person or review by, such Governmental Body entity in connection with this Agreement (other than filing under the Merger and permit HSR Act), each party shall provide the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger drafts thereof and to consummate afford the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit party a reasonable opportunity to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, comment on such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)drafts.

Reasonable Efforts. (a) Subject Upon the terms and subject to Section 7.5(c)the conditions set forth herein, each of the Company and Parent shall, and shall parties hereto agrees to use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or appropriate to satisfy the conditions set forth in Article VIII (unless waived) and advisable to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Sections 7, 8 and 9 to be satisfied; (ii) obtaining or making all consents, approvals, orders or authorizations of, or registrations, declarations or filings with any Governmental Authority and the taking of all reasonable steps as may be necessary to avoid any Action by any Governmental Authority; (iii) the obtaining of all consents, approvals or waivers from third parties (provided, that the parties will discuss in good faith procedures to pursue third party consents with respect to the Merger); (iv) the defending of any Actions challenging this Agreement or the consummation of the transactions contemplated hereby; (v) the executing or delivering of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; and (vi) if requested by Parent, obtaining a payoff letter, duly executed by Venture Lending & Leasing IV, Inc. (“Venture Lending”), providing for the termination of the Company’s credit facility with Venture Lending and the release of all liens associated therewith upon the payment of the amounts specified therein at the Closing. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated hereby, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and conditions set forth herein (including seeking otherwise to remove promptly any injunction or other legal barrier that may prevent such consummation). Each party shall promptly notify minimize the other party effect of any communication to that party from any Governmental Body in connection with any required filing withsuch Legal Requirement on the Merger, or approval or review by, such Governmental Body in connection with this Agreement and the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group).

Reasonable Efforts. (a) Subject to the express provisions of Section 7.5(c)5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth herein, each of the Company and Parent shall, and shall parties agrees to use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Parent Disclosure Statement or the Company Disclosure Statement, as the case may be) which would impair the ability of the parties to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use all reasonable efforts to promptly (x) take, or cause to be taken, all other actions actions, and (y) to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or appropriate advisable to satisfy consummate and make effective, in the most expeditious manner practicable, the Offer and the Merger and the other transactions contemplated by this 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 VIII VI to be satisfied, (unless waivedii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents and the SEC exemptive order under Regulation M, (iv) the filing of the Offering Documents and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and make effective to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Liquid and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Offer and the Merger, this Agreement or any of the transactions contemplated by this Agreement on Agreement, use all reasonable efforts to ensure that the terms Offer and conditions set forth herein (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation). Each party shall promptly notify the other party of any communication to that party from any Governmental Body in connection with any required filing with, or approval or review by, such Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the Merger and to consummate the other transactions contemplated hereby, (A) neither by this Agreement may be consummated as promptly as practicable on the Company nor any terms contemplated by this Agreement and otherwise to minimize the effect of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction with respect to any asset or business of TCI Group, and each of such Legal Requirement on the Company Offer and the TCI Group Members shall commit toMerger, this Agreement and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, if any of the foregoing, individually or in the aggregate, would have a Material Adverse Effect on the Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or on the TCI Group)transactions contemplated hereby.