Common use of Satisfaction of Closing Conditions Clause in Contracts

Satisfaction of Closing Conditions. (a) The parties shall use their commercially reasonable best efforts to take all action necessary or appropriate to bring about the satisfaction as soon as possible of all the conditions contained in Section 7. Without limiting the generality of the foregoing, the parties shall apply for and diligently prosecute all applications for, and shall use their commercially reasonable best efforts promptly to obtain, such consents, authorizations and approvals from such third parties and governmental authorities as shall be necessary to permit the consummation of the transactions contemplated by this Merger Agreement, including, without limitation, making the requisite filings with the Federal Trade Commission and the Antitrust Division of the Department of Justice pursuant to the HSR Act and each party will refrain from taking any action which would cause, and shall use its commercially reasonable best efforts to take any action necessary to prevent, any of the representations and warranties made by it in this Merger Agreement not to be true and correct in all material respects at and as of the Closing Date with the same force and effect as then made (except with respect to representation and warranties which are made as of a specific date), subject only to exceptions permitted or expressly contemplated by this Merger Agreement. The Company further covenants and agrees, with respect to any threatened or pending judgment, order, injunction, decree or decision of any governmental authority that will adversely affect the ability of the parties hereto to consummate the transactions contemplated hereby, to use all commercially reasonable efforts to prevent the entry or promulgation thereof and to defend and cooperate with each other in the defending of any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties challenging the transaction contemplated hereby as the case may be, it being understood that such efforts shall not include any requirement of the Company to expend material sums of money or grant any material financial or other accommodation. (b) The Buyer agrees to use commercially reasonable best efforts to obtain the financing necessary to consummate the transactions contemplated hereby as soon as possible. The Buyer agrees that any 144A offerings contemplated by the Financing Letters must be consummated prior to October 31, 1998 and that if any such offering is not consummated prior to such date, then the Buyer will be obligated on October 31, 1998 to obtain the bridge loan financing contemplated by the Financing Letter in substitution therefor pursuant to the terms thereof, subject to the conditions for such bridge loan financing set forth in the Financing Letters. The Company agrees to provide, and will cause its subsidiaries and their respective personnel and advisers to provide, all cooperation reasonably requested in connection with the arrangement of such financing, including without limitation, participation in meetings, due diligence sessions, road shows, the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents, the execution and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of the Company with respect to solvency matters, comfort letters of accountants as may be reasonably requested by Buyer. Notwithstanding the foregoing, Buyer agrees that the payment of any expenses relating to providing such cooperation, including fees by the Company in connection with any commitment letters, shall be subject to the occurrence of the Closing.

Satisfaction of Closing Conditions. (a) The parties shall Subject to the conditions herein provided, each of IPC REIT and Buyer agrees to use their commercially reasonable best efforts to take take, or cause to be taken, all action necessary and to do, or appropriate cause to bring about be done, all things necessary, proper or advisable to consummate and make effective as promptly as is practicable the satisfaction Transactions, including the execution and delivery of such documents as soon as possible of all the conditions contained in Section 7. Without other parties hereto may reasonably require, and, without limiting the generality of the foregoing, the parties shall apply for use commercially reasonable efforts: (a) to obtain all necessary government or Regulatory Approvals and diligently prosecute all applications forRequired Contractual Consents, waivers, permits, consents, reviews, orders, rulings, decisions, and shall use their commercially reasonable best efforts promptly exemptions (including, among others, those of the Toronto Stock Exchange or securities or regulatory authorities) and waiver or expiration of all waiting or suspensory periods, in each case required to obtainbe obtained by it; (b) to satisfy (or cause the satisfaction of) the conditions precedent to Closing set forth in Article 3, such consentsthe satisfaction of which are under its control; (c) to defend all lawsuits or other legal, authorizations and approvals from such third parties and governmental authorities as shall be necessary to permit regulatory or other proceedings challenging or affecting this Agreement or the consummation of the transactions contemplated by this Merger AgreementTransactions; (d) to oppose, including, without limitation, making the requisite filings with the Federal Trade Commission and the Antitrust Division of the Department of Justice pursuant to the HSR Act and each party will refrain from taking lift or rescind any action which would cause, and shall use its commercially reasonable best efforts to take any action necessary to prevent, any of the representations and warranties made by it in this Merger Agreement not to be true and correct in all material respects at and as of the Closing Date with the same force and effect as then made (except with respect to representation and warranties which are made as of a specific date), subject only to exceptions permitted or expressly contemplated by this Merger Agreement. The Company further covenants and agrees, with respect to any threatened or pending judgment, cease trade order, injunction, decree injunction or decision of other prohibition or other order which adversely affects any governmental authority that will adversely affect the party’s ability of the parties hereto to consummate the transactions contemplated herebyTransactions; and (e) to effect all necessary registrations, to use filings and applications under all commercially reasonable efforts to prevent the entry or promulgation thereof applicable Laws. Each of IPC REIT and to defend and Buyer, where appropriate, shall reasonably cooperate with each the other in the defending of any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties challenging the transaction contemplated hereby as the case may be, it being understood that taking such efforts shall not include any requirement of the Company to expend material sums of money or grant any material financial or other accommodation. (b) The Buyer agrees to use commercially reasonable best efforts to obtain the financing necessary to consummate the transactions contemplated hereby as soon as possible. The Buyer agrees that any 144A offerings contemplated by the Financing Letters must be consummated prior to October 31, 1998 and that if any such offering is not consummated prior to such date, then the Buyer will be obligated on October 31, 1998 to obtain the bridge loan financing contemplated by the Financing Letter in substitution therefor pursuant to the terms thereof, subject to the conditions for such bridge loan financing set forth in the Financing Letters. The Company agrees to provide, and will cause its subsidiaries and their respective personnel and advisers to provide, all cooperation reasonably requested in connection with the arrangement of such financing, including without limitation, participation in meetings, due diligence sessions, road shows, the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents, the execution and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of the Company with respect to solvency matters, comfort letters of accountants as may be reasonably requested by Buyeractions. Notwithstanding the foregoing, Buyer agrees that the payment provisions of any expenses relating section 9.1 shall not be deemed to providing such cooperationrequire Parent or Buyer, including fees by the Company in connection with obtaining any Regulatory Approval, to enter into any agreement, consent decree or other commitment lettersrequiring Parent or any of its Affiliates (including for this purpose NSULC or any of its Subsidiaries) to divest or hold separate any assets or to take any action that would have a material adverse effect on the business, shall be subject to the occurrence affairs, results of the Closingoperations, condition (financial or otherwise) or results of Parent and its Affiliates (including for this purpose NSULC and its Subsidiaries), taken as whole.

Satisfaction of Closing Conditions. (a) The parties shall During the Pre-Closing Period and subject to the terms and conditions of this Agreement, Sellers and the Company, on the one hand, and Buyer, on the other hand, will use their commercially reasonable best efforts to take or cause to be taken all action actions and to do or cause to be done all things necessary under the terms of this Agreement or appropriate under applicable Laws to bring about cause the satisfaction as soon as possible of all the conditions contained set forth in Section 7. Without limiting the generality of the foregoing, the parties shall apply for Article 6 and diligently prosecute all applications for, and shall use their commercially reasonable best efforts promptly to obtain, such consents, authorizations and approvals from such third parties and governmental authorities as shall be necessary to permit the consummation of consummate the transactions contemplated by this Merger Agreement, includingincluding using their respective commercially reasonable efforts to obtain all authorizations, without limitationconsents, making the requisite filings with the Federal Trade Commission Permits, waivers or other approvals of all Governmental Authorities or other Persons that may be or become necessary for its execution and delivery of, and the Antitrust Division performance of the Department of Justice its obligations pursuant to the HSR Act and each party will refrain from taking any action which would causeto, this Agreement, and the parties shall use its commercially reasonable best efforts to take any action necessary to prevent, any of the representations and warranties made by it in this Merger Agreement not to be true and correct in all material respects at and as of the Closing Date cooperate with the same force and effect as then made (except each other with respect to representation each of the foregoing. {P02534_X101.HTM;8} (b) The parties hereto further covenant and warranties which are made as of a specific date), subject only to exceptions permitted or expressly contemplated by this Merger Agreement. The Company further covenants and agreesagree, with respect to any threatened or pending judgment, preliminary or permanent injunction or other order, injunction, decree or decision of any governmental authority ruling or statute, rule, regulation or executive order that will would adversely affect the ability of the parties hereto to consummate the transactions contemplated hereby, to respectively use all commercially reasonable efforts to prevent the entry entry, enactment or promulgation thereof and to defend and cooperate with each other in the defending of any legal proceedingsthereof, whether judicial or administrative and whether brought derivatively or on behalf of third parties challenging the transaction contemplated hereby as the case may be. Without limiting the foregoing, it being understood that such efforts shall not include any requirement each of the Company to expend material sums of money or grant any material financial or other accommodation. (b) The Buyer agrees to parties hereto shall use commercially reasonable best efforts to obtain lift or rescind any injunction or restraining order or other order adversely affecting the financing necessary ability of the parties hereto to consummate the transactions contemplated hereby hereby. (c) Each party hereto shall promptly inform the other of any material communication from the Federal Trade Commission (the “FTC”), the United States Department of Justice (the “DOJ”) or any other Government Authority regarding any of the transactions contemplated hereby. If any party hereto or any Affiliate thereof receives a request for additional information or documentary material from any such Government Authority with respect to the transactions contemplated hereby, then such party shall endeavor in good faith to make, or cause to be made, as soon as possiblereasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. The Buyer agrees shall advise the Company promptly in respect of any understandings, undertakings or agreements (oral or written) that Buyer proposes to make or enter into with the FTC, the DOJ or any 144A offerings contemplated by the Financing Letters must be consummated prior to October 31, 1998 and that if any such offering is not consummated prior to such date, then the Buyer will be obligated on October 31, 1998 to obtain the bridge loan financing contemplated by the Financing Letter in substitution therefor pursuant to the terms thereof, subject to the conditions for such bridge loan financing set forth in the Financing Letters. The Company agrees to provide, and will cause its subsidiaries and their respective personnel and advisers to provide, all cooperation reasonably requested other Government Authority in connection with the arrangement transactions contemplated hereby. The Company shall advise Buyer promptly in respect of such financingany understandings, including without limitation, participation in meetings, due diligence sessions, road showsundertakings or agreements (oral or written) that the Company proposes to make or enter into with the FTC, the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents, DOJ or any other Government Authority in connection with the execution and delivery of transactions contemplated hereby. (d) If any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of the Company objections are asserted with respect to solvency mattersthe transactions contemplated hereby by the FTC, comfort letters the DOJ or any other Government Authority or if any suit is instituted by any Government Authority or any private party challenging any of accountants the transactions contemplated hereby as may be reasonably requested by Buyer. Notwithstanding the foregoing, Buyer agrees that the payment violative of any expenses relating antitrust law, each of the parties shall use commercially reasonable efforts to providing resolve such cooperationobjections or challenge as such Government Authority or private party may have to such transactions, including fees by the Company in connection with to vacate, lift, reverse or overturn any commitment lettersorder, shall be subject decree or ruling or statute, rule, regulation or executive order, whether temporary, preliminary or permanent, so as to the occurrence permit consummation of the Closingtransactions contemplated by this Agreement. Nothing in this Section 8.1.3 or in this Agreement shall obligate Buyer to divest or hold separate (including by trust or otherwise) any assets and/or securities of any corporation to secure authorization by any Governmental Authority to consummate the transactions contemplated by this Agreement.

Satisfaction of Closing Conditions. (a) The parties shall During the Pre-Closing Period and subject to the terms and conditions of this Agreement, the Company, on the one hand, and Parent and Merger Sub, on the other hand, will use their commercially reasonable best efforts to take or cause to be taken all action necessary actions and to do or appropriate cause to bring about the satisfaction as soon as possible of be done all the conditions contained in Section 7. Without limiting the generality of the foregoing, the parties shall apply for and diligently prosecute all applications for, and shall use their commercially reasonable best efforts promptly to obtain, such consents, authorizations and approvals from such third parties and governmental authorities as shall be things necessary to permit the consummation of consummate the transactions contemplated by this Merger Agreement, including, without limitation, making the requisite filings with the Federal Trade Commission and the Antitrust Division of the Department of Justice pursuant to the HSR Act and each party will refrain from taking any action which would cause. The parties shall use commercially reasonable efforts to, and shall cooperate with each other so as to, obtain as soon as practicable after the date hereof all necessary regulatory or other consents, clearances, authorizations and approvals required under this Agreement. Promptly after the execution of this Agreement, each of the parties hereto shall prepare and make or cause to be made any required filings, submissions and notifications under the Laws of any domestic or foreign jurisdiction to the extent that such filings are necessary to consummate the transactions contemplated hereby and will use its commercially reasonable best efforts to take any action all other actions necessary to prevent, any consummate the transactions contemplated hereby in a manner consistent with applicable Law. Each of the representations parties hereto will furnish to the other parties such necessary information and warranties made by it reasonable assistance as such other parties may reasonably request in this Merger Agreement not to be true and correct in all material respects at and as of the Closing Date connection with the same force foregoing. (b) The parties hereto further covenant and effect as then made (except with respect to representation and warranties which are made as of a specific date), subject only to exceptions permitted or expressly contemplated by this Merger Agreement. The Company further covenants and agreesagree, with respect to any threatened or pending judgment, preliminary or permanent injunction or other order, injunction, decree or decision of any governmental authority ruling or statute, rule, regulation or executive order that will would adversely affect the ability of the parties hereto to consummate the transactions contemplated hereby, to respectively use all commercially reasonable efforts to prevent the entry entry, enactment or promulgation thereof and to defend and cooperate with each other in the defending of any legal proceedingsthereof, whether judicial or administrative and whether brought derivatively or on behalf of third parties challenging the transaction contemplated hereby as the case may be. Without limiting the foregoing, it being understood that such efforts shall not include any requirement each of the Company to expend material sums of money or grant any material financial or other accommodation. (b) The Buyer agrees to parties hereto shall use commercially reasonable best efforts to obtain lift or rescind any injunction or restraining order or other order adversely affecting the financing necessary ability of the parties hereto to consummate the transactions contemplated hereby hereby. (c) Each party hereto shall promptly inform the other of any material communication from the Federal Trade Commission (the “FTC”), the United States Department of Justice (the “DOJ”) or any other Government Authority regarding any of the transactions contemplated hereby. If any party hereto or any Affiliate thereof receives a request for additional information or documentary material from any such Government Authority with respect to the transactions contemplated hereby, then such party shall endeavor in good faith to make, or cause to be made, as soon as possiblereasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. The Buyer agrees Parent shall advise the Company promptly in respect of any understandings, undertakings or agreements (oral or written) that Parent proposes to make or enter into with the FTC, the DOJ or any 144A offerings contemplated by the Financing Letters must be consummated prior to October 31, 1998 and that if any such offering is not consummated prior to such date, then the Buyer will be obligated on October 31, 1998 to obtain the bridge loan financing contemplated by the Financing Letter in substitution therefor pursuant to the terms thereof, subject to the conditions for such bridge loan financing set forth in the Financing Letters. The Company agrees to provide, and will cause its subsidiaries and their respective personnel and advisers to provide, all cooperation reasonably requested other Government Authority in connection with the arrangement transactions contemplated hereby. The Company shall advise Parent promptly in respect of such financingany understandings, including without limitation, participation in meetings, due diligence sessions, road showsundertakings or agreements (oral or written) that the Company proposes to make or enter into with the FTC, the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents, DOJ or any other Government Authority in connection with the execution and delivery of transactions contemplated hereby. (d) If any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of the Company objections are asserted with respect to solvency mattersthe transactions contemplated hereby by the FTC, comfort letters the DOJ or any other Government Authority or if any suit is instituted by any Government Authority or any private party challenging any of accountants the transactions contemplated hereby as may be reasonably requested by Buyer. Notwithstanding the foregoing, Buyer agrees that the payment violative of any expenses relating antitrust law, each of the parties shall use commercially reasonable efforts to providing resolve such cooperationobjections or challenge as such Government Authority or private party may have to such transactions, including fees by the Company in connection with to vacate, lift, reverse or overturn any commitment lettersorder, shall be subject decree or ruling or statute, rule, regulation or executive order, whether temporary, preliminary or permanent, so as to the occurrence permit consummation of the Closingtransactions contemplated by this Agreement.

Satisfaction of Closing Conditions. (a) The parties shall use their commercially reasonable best efforts to take all action necessary or and appropriate to bring about the satisfaction as soon as possible of all the conditions contained in Section 7. Without limiting the generality of the foregoing, the parties shall apply for and diligently prosecute all applications for, and shall use their commercially reasonable best efforts promptly to obtain, such consents, authorizations and approvals from such third parties Persons and governmental authorities as shall be necessary to permit the consummation of the transactions contemplated by this Merger Agreement, including, without limitation, making the requisite filings with the Federal Trade Commission and the Antitrust Division of the Department of Justice pursuant to the HSR Act and Act; provided, however, that nothing contained herein shall require any of the parties hereto, or any of their Affiliates, to make arrangements for, or to otherwise effect, the cessation, sale or other disposition of, particular assets or categories of assets or businesses. Subject to the foregoing, each party will refrain from taking any action which would cause, and shall use its commercially reasonable best efforts to take any action necessary to prevent, any of the representations and warranties made by it in this Merger Agreement not to be true and correct in all material respects at and as of the Closing Date with the same force and effect as then made (except with respect to representation and warranties which are made as of a specific date), subject only to exceptions permitted or expressly contemplated by this Merger Agreement. The Company parties hereto further covenants covenant and agreesagree, with respect to any threatened or pending judgment, order, injunction, decree or decision of any governmental authority that will adversely affect the ability of the parties hereto to consummate the transactions contemplated hereby, to use all commercially reasonable efforts to prevent the entry or promulgation thereof and to defend and cooperate with each other party hereto in the defending of any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties challenging the transaction transactions contemplated hereby as the case may behereby, it being understood that such efforts shall not include any requirement of the Company parties hereto to expend material sums of money or grant any material financial or other accommodation. (b) The Buyer agrees to use commercially reasonable best efforts to obtain the financing necessary to consummate the transactions contemplated hereby Financing as soon as possible. The Buyer agrees that any 144A offerings contemplated by the Financing Letters must be consummated prior to October 31, 1998 and that if any such offering is not consummated prior to such date, then the Buyer will be obligated possible on October 31, 1998 to obtain the bridge loan financing contemplated by the Financing Letter in substitution therefor pursuant to the terms thereof, subject to the conditions for such bridge loan financing set forth in the Debt Financing LettersDocuments. The Company agrees to provide, and will cause its subsidiaries Subsidiaries and their respective personnel officers, directors, agents, employees, financial advisors, counsel, accountants and advisers other representatives and Affiliates (collectively the foregoing Persons are hereinafter referred to as the “Company Representatives”) to provide, all cooperation reasonably requested in connection with the arrangement of such financingFinancing, including without limitation, participation in meetings, due diligence sessions, road shows, the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents, the execution and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of the Company with respect to solvency matters, matters and comfort letters of accountants and such other certificates or documents as Buyer may be reasonably requested by Buyer. Notwithstanding the foregoing, Buyer agrees that the payment of any expenses relating request from time to providing such cooperation, including fees by the Company in connection with any commitment letters, shall be subject to the occurrence of the Closingtime.

Satisfaction of Closing Conditions. (a) The parties shall Until the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms, and subject to the terms and conditions of this Agreement, the Company and Buyer will use their commercially reasonable best efforts to take or cause to be taken as promptly as reasonably practicable all action actions and to do or cause to be done as promptly as reasonably practicable all things necessary under the terms of this Agreement or appropriate under applicable Law to bring about cause the satisfaction as soon as possible of all the conditions contained set forth in Section 7. Without limiting the generality of the foregoing, the parties shall apply for ARTICLE VII and diligently prosecute all applications for, and shall use their commercially reasonable best efforts promptly to obtain, such consents, authorizations and approvals from such third parties and governmental authorities as shall be necessary to permit the consummation of consummate the transactions contemplated by this Merger Agreement, including, without limitation, making the requisite filings including using their respective commercially reasonable efforts to obtain all Consents of all Governmental Entities or third parties that may be or become necessary in connection with the Federal Trade Commission execution and delivery of, and the Antitrust Division performance of the Department of Justice its obligations pursuant to the HSR Act and each party will refrain from taking any action which would causeto, this Agreement, and the Parties shall use its commercially reasonable best efforts to take any action necessary to prevent, any of the representations and warranties made by it in this Merger Agreement not to be true and correct in all material respects at and as of the Closing Date cooperate with the same force and effect as then made (except each other with respect to representation and warranties which are made as of a specific date), subject only to exceptions permitted or expressly contemplated by this Merger Agreement. The Company further covenants and agrees, with respect to any threatened or pending judgment, order, injunction, decree or decision of any governmental authority that will adversely affect the ability each of the parties hereto foregoing; provided, however, that (i) no Party shall be required to make any payment to obtain any Consent from a Governmental Entity or other third party required in order to consummate the transactions contemplated hereby, and (ii) neither Buyer nor the Company nor any of their Subsidiaries shall agree orally or in writing to use all commercially reasonable efforts any material amendments to prevent any material Contract (including the entry Company Material Contracts) (whether to have effect prior to or promulgation thereof after the Closing), in each case, in connection with obtaining any Consents from any Governmental Entity or other third party without obtaining the prior written consent of the other Party. (b) From the date hereof until the Closing Date, each of Buyer and to defend and cooperate with each the Company shall promptly notify the other in the defending writing of any legal proceedingspending, whether judicial or administrative and whether brought derivatively to the Company’s Knowledge or on behalf the knowledge of third parties challenging the transaction contemplated hereby Buyer (as the case may be), it being understood that such efforts shall not include threatened Legal Action by any requirement of the Company to expend Governmental Entity or any other Person (i) challenging or seeking material sums of money or grant any material financial or other accommodation. (b) The Buyer agrees to use commercially reasonable best efforts to obtain the financing necessary to consummate damages in connection with the transactions contemplated hereby as soon as possible. The Buyer agrees that any 144A offerings contemplated by or (ii) seeking to restrain or prohibit the Financing Letters must be consummated prior to October 31, 1998 and that if any such offering is not consummated prior to such date, then the Buyer will be obligated on October 31, 1998 to obtain the bridge loan financing contemplated by the Financing Letter in substitution therefor pursuant to the terms thereof, subject to the conditions for such bridge loan financing set forth in the Financing Letters. The Company agrees to provide, and will cause its subsidiaries and their respective personnel and advisers to provide, all cooperation reasonably requested in connection with the arrangement of such financing, including without limitation, participation in meetings, due diligence sessions, road shows, the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents, the execution and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate consummation of the chief financial officer transactions contemplated hereby or otherwise limit in any material respect the right of Buyer to own or operate all or any portion of the business or assets of the Company with respect to solvency matters, comfort letters or any of accountants as may be reasonably requested by Buyer. Notwithstanding the foregoing, Buyer agrees that the payment of any expenses relating to providing such cooperation, including fees by the Company in connection with any commitment letters, shall be subject to the occurrence of the Closingits Subsidiaries.

Satisfaction of Closing Conditions. (a) The parties Subject to the terms and conditions of this Agreement, each of Parent, MergerCo and the Company shall use their commercially its reasonable best efforts to take all action necessary cause the Closing to occur, including, without limitation, (i) taking such actions as are contemplated by Section 4.2(b) and (ii) defending against any suits, actions or appropriate to bring about the satisfaction as soon as possible of all the conditions contained in Section 7. Without limiting the generality of the foregoingproceedings, the parties shall apply for and diligently prosecute all applications forjudicial or administrative, and shall use their commercially reasonable best efforts promptly to obtain, such consents, authorizations and approvals from such third parties and governmental authorities as shall be necessary to permit challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any temporary restraining order, preliminary injunction or other legal restraint or prohibition entered or imposed by this Merger Agreementany court or other Governmental Entity and that is not yet final and non-appealable to be vacated or reversed; provided that neither the Company nor any of its Affiliates shall be required to make any material monetary expenditure, includingcommence or be a plaintiff in any litigation or other proceeding or offer or grant any material accommodation (financial or otherwise) to any Person. (b) Each of the Company, without limitation, making the requisite filings Parent and MergerCo shall file as promptly as practicable with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”), in each case pursuant to the HSR Act Act: (i) the notification and each party will refrain from taking any action which would causereport form, and shall use its commercially reasonable best efforts to take any action necessary to preventif any, any of the representations and warranties made by it in this Merger Agreement not to be true and correct in all material respects at and as of the Closing Date with the same force and effect as then made (except with respect to representation and warranties which are made as of a specific date), subject only to exceptions permitted or expressly contemplated by this Merger Agreement. The Company further covenants and agrees, with respect to any threatened or pending judgment, order, injunction, decree or decision of any governmental authority that will adversely affect the ability of the parties hereto to consummate required for the transactions contemplated hereby, to use all commercially reasonable efforts to prevent which form shall be filed not later than ten Business Days following the entry or promulgation thereof execution and to defend delivery of this Agreement, and cooperate (ii) any supplemental information requested in connection therewith, which information shall be filed promptly following the request therefor during the initial waiting period. Any such notification and report form and supplemental information shall be in substantial compliance with each other in the defending of any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties challenging the transaction contemplated hereby as the case may be, it being understood that such efforts shall not include any requirement requirements of the Company to expend material sums of money or grant any material financial or other accommodationHSR Act. (bc) The Buyer agrees Company, on the one hand, and Parent and MergerCo, on the other hand, shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of the notices and requests referred to in Sections 1.10(a) and 4.9 and any filing that is necessary under the HSR Act or any other law. The Company, on the one hand, and Parent and MergerCo, on the other hand, shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and any other Governmental Entity and shall comply promptly with any such inquiry or request. Subject to Sections 4.2(a) and 4.4, each of the Company, Parent and MergerCo shall use commercially its reasonable best efforts to obtain any clearance required under the financing necessary to consummate the transactions contemplated hereby as soon as possible. The Buyer agrees that HSR Act or any 144A offerings contemplated by the Financing Letters must be consummated prior to October 31other consent, 1998 and that if any such offering is not consummated prior to such date, then the Buyer will be obligated on October 31, 1998 to obtain the bridge loan financing contemplated by the Financing Letter in substitution therefor pursuant to the terms thereof, subject to the conditions for such bridge loan financing set forth in the Financing Letters. The Company agrees to provide, and will cause its subsidiaries and their respective personnel and advisers to provide, all cooperation reasonably requested in connection with the arrangement of such financing, including without limitation, participation in meetings, due diligence sessions, road shows, the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents, the execution and delivery approval or authorization of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of Governmental Entity necessary for the chief financial officer of the Company with respect to solvency matters, comfort letters of accountants as may be reasonably requested by Buyer. Notwithstanding the foregoing, Buyer agrees that the payment of any expenses relating to providing such cooperation, including fees by the Company in connection with any commitment letters, shall be subject to the occurrence of the ClosingMerger.

Satisfaction of Closing Conditions. (a1) The parties shall Until the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms, and subject to the terms and conditions of this Agreement, the Company and Buyer will use their commercially reasonable best efforts to take or cause to be taken as promptly as reasonably practicable all action actions and to do or cause to be done as promptly as reasonably practicable all things necessary under the terms of this Agreement or appropriate under applicable Law to bring about cause the satisfaction as soon as possible of all the conditions contained set forth in Section 7. Without limiting the generality of the foregoing, the parties shall apply for ARTICLE VII and diligently prosecute all applications for, and shall use their commercially reasonable best efforts promptly to obtain, such consents, authorizations and approvals from such third parties and governmental authorities as shall be necessary to permit the consummation of consummate the transactions contemplated by this Merger Agreement, including, without limitation, making the requisite filings including using their respective commercially reasonable efforts to obtain all Consents of all Governmental Entities or third parties that may be or become necessary in connection with the Federal Trade Commission execution and delivery of, and the Antitrust Division performance of the Department of Justice its obligations pursuant to the HSR Act and each party will refrain from taking any action which would causeto, this Agreement, and the Parties shall use its commercially reasonable best efforts to take any action necessary to prevent, any of the representations and warranties made by it in this Merger Agreement not to be true and correct in all material respects at and as of the Closing Date cooperate with the same force and effect as then made (except each other with respect to representation and warranties which are made as of a specific date), subject only to exceptions permitted or expressly contemplated by this Merger Agreement. The Company further covenants and agrees, with respect to any threatened or pending judgment, order, injunction, decree or decision of any governmental authority that will adversely affect the ability each of the parties hereto foregoing; provided, however, that (i) no Party shall be required to make any payment to obtain any Consent from a Governmental Entity or other third party required in order to consummate the transactions contemplated hereby, and (ii) neither Buyer nor the Company nor any of their Subsidiaries shall agree orally or in writing to use all commercially reasonable efforts any material amendments to prevent any material Contract (including the entry Company Material Contracts) (whether to have effect prior to or promulgation thereof after the Closing), in each case, in connection with obtaining any Consents from any Governmental Entity or other third party without obtaining the prior written consent of the other Party. (2) From the date hereof until the Closing Date, each of Buyer and to defend and cooperate with each the Company shall promptly notify the other in the defending writing of any legal proceedingspending, whether judicial or administrative and whether brought derivatively to the Company’s Knowledge or on behalf the knowledge of third parties challenging the transaction contemplated hereby Buyer (as the case may be), it being understood that such efforts shall not include threatened Legal Action by any requirement of the Company to expend Governmental Entity or any other Person (i) challenging or seeking material sums of money or grant any material financial or other accommodation. (b) The Buyer agrees to use commercially reasonable best efforts to obtain the financing necessary to consummate damages in connection with the transactions contemplated hereby as soon as possible. The Buyer agrees that any 144A offerings contemplated by or (ii) seeking to restrain or prohibit the Financing Letters must be consummated prior to October 31, 1998 and that if any such offering is not consummated prior to such date, then the Buyer will be obligated on October 31, 1998 to obtain the bridge loan financing contemplated by the Financing Letter in substitution therefor pursuant to the terms thereof, subject to the conditions for such bridge loan financing set forth in the Financing Letters. The Company agrees to provide, and will cause its subsidiaries and their respective personnel and advisers to provide, all cooperation reasonably requested in connection with the arrangement of such financing, including without limitation, participation in meetings, due diligence sessions, road shows, the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents, the execution and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate consummation of the chief financial officer transactions contemplated hereby or otherwise limit in any material respect the right of Buyer to own or operate all or any portion of the business or assets of the Company with respect to solvency matters, comfort letters or any of accountants as may be reasonably requested by Buyer. Notwithstanding the foregoing, Buyer agrees that the payment of any expenses relating to providing such cooperation, including fees by the Company in connection with any commitment letters, shall be subject to the occurrence of the Closingits Subsidiaries.