Common use of Agreement to Cooperate Clause in Contracts

Agreement to Cooperate. (a) Subject to the terms and conditions herein provided, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, to the requisite votes of the stockholders of the Company and boards of directors of the Company and Parent. (b) Without limitation of the foregoing, each of Parent and the Company undertakes and agrees to file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company shall (i) use its reasonable efforts to comply as expeditiously as possible with all lawful requests of the FTC or the Antitrust Division for additional information and documents and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. (c) In the event any litigation is commenced by any person or entity relating to the transactions contemplated by this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expense, to participate therein, and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheld.

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedprovided and subject to the fiduciary duties of the respective boards of directors of the Company and Parent, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of Parent and the Company and their respective subsidiaries, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) and SEC "no-action" letters to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, to the requisite votes of the stockholders of the Company and boards of directors of the Company and Parent. (b) Without limitation of the foregoing, each of Parent and the Company undertakes and agrees to file as soon as practicable practicable, and in any event prior to 15 days after the date hereof hereof, a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") FTC and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company shall (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful requests of any inquiries received from the FTC or the Antitrust Division for additional information or documentation and documents to all inquiries and requests received from any State Attorney General or other governmental authority in connection with antitrust matters, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. Parent shall take all reasonable steps necessary to avoid or eliminate impediments under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any State Attorney General or any other governmental entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible. Without limiting the foregoing, Parent shall propose, negotiate, commit to and effect, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or, effective as of the Effective Time, the Surviving Corporation as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. Each party shall promptly notify the other party of any written communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other governmental entity and permit the other party to review in advance any proposed written communication to any of the foregoing. (c) In the event any litigation is commenced by any person or entity relating to the transactions contemplated by this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expense, to participate therein, and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheld.

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedof this Agreement and applicable Law, each of the parties hereto Party shall use all its commercially reasonable efforts to take, or cause fulfill the conditions precedent to be taken, all action the other’s respective obligations hereunder and to dosecure all necessary or appropriate waivers, consents, approvals or cause to be done, authorizations of Governmental Authorities (including by pursuing all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the possible appeals) and third-parties hereto are a party, or under any applicable laws and regulations required in order to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, to the requisite votes of the stockholders of the Company and boards of directors of the Company and Parent. (b) Without In addition to and without limitation of the foregoing, each of Parent Buyer and the Company Seller undertakes and agrees to (i) file (and each Party agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control such Party to file, if such filing is required by Law) as soon as practicable practicable, and in any event prior to 20 Business Days after the date hereof Execution Date, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice Justice, (ii) file as soon as practicable, and in any event prior to 20 Business Days after the "Antitrust Division")Execution Date, any form or report required by FERC, (iii) file as soon as practicable any form or report required by any other Governmental Authority relating to antitrust, competition, trade or energy regulation matters, and (iv) use commercially reasonable efforts to receive any clearance or approval required by any Governmental Authority or applicable Law, in each case, with respect to the transactions contemplated by this Agreement. Each of Parent Buyer and the Company Seller shall (iand shall cause any such parent entity to) (A) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful any inquiries or requests of the FTC or the Antitrust Division received from any Governmental Authority for additional information and documents and or documentation, (iiB) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties heretoParty (which shall not be unreasonably withheld, delayed or conditioned), and (C) bear 50% of the filing fees made with Governmental Authorities in connection with the transactions contemplated hereby. Each Party shall consult and cooperate in the regulatory review process and (I) promptly notify the other Party of any written communication to that Party or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the other Party or its counsel to review in advance any proposed written communication to any of the foregoing; (II) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate thereat; and (III) subject to applicable Law, furnish the other Party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective Representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the transactions contemplated hereby. Promptly after the Execution Date, Seller agrees to cause the Companies to petition the NYISO and ConEd to approve the bifurcation of work shown on Schedule 6.02(a)(iii) between November and December of 2005 and March and April of 2006. (c) In addition to and without limiting the event foregoing, each Party shall avoid or eliminate each and every impediment applicable to such Party under any litigation is commenced applicable antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC’s regulations thereunder, any applicable New York Laws, and the New York State Public Service Commission regulations thereunder; the HSR Act; and, if applicable, the Public Utility Holding Company Act of 1935, as amended, and the regulations promulgated thereunder) that may be asserted by any person or entity relating Governmental Authority with respect to the transactions contemplated by this Agreementhereby so as to enable the Closing to occur no later than the Termination Date. (d) Seller shall provide reasonable assistance to Buyer in obtaining (i) on or prior to the 30th day prior to Closing, including Surveys on the Real Property and (ii) on or prior to the Closing Date, the Title Policies on the Real Property. Seller shall deliver to the Title Insurer such affidavits as may be reasonably necessary to remove the mechanic’s lien and parties in possession exceptions from the Title Policies. (e) With regard to water intake and discharge issues at the Facilities, and any Acquisition Transaction, Parent shall have the right, at its own expenserelated consent orders from Governmental Authorities, to participate thereinthe extent permitted by applicable Law, Seller shall (A) promptly notify Buyer of any material written communication from any Governmental Authority and permit Buyer or its counsel to review in advance any proposed material written communication to any Governmental Authority, (B) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority unless it consults with Buyer in advance and gives Buyer the opportunity to attend such meetings and discussions, and (C) furnish Buyer with copies of all material correspondence, filings, and communications (and memoranda setting forth the Company will not settle substance thereof) between them and their Affiliates and their respective Representatives on the one hand, and any such litigation without Governmental Authority or members of their respective staffs on the consent of Parent, which consent will not be unreasonably withheldother hand.

Agreement to Cooperate. (a) Subject to the terms and conditions herein provided, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of the Company and its subsidiaries, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) and SEC "no-action" letters to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, to the requisite votes of the stockholders of the Company and boards of directors of the Company and Parent. (b) Without limitation of the foregoing, each of Parent and the Company undertakes and agrees to file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust DivisionANTITRUST DIVISION"). Each of Parent and the Company shall (i) use its reasonable efforts to comply as expeditiously as possible with all lawful requests of the FTC or the Antitrust Division for additional information and documents and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. (c) In the event any litigation is commenced against the Company by any person or entity relating to the transactions contemplated by this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expense, to participate therein, and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheldwithheld or delayed; provided, however, that nothing contained in this Section 7.7(c) shall be construed as granting Parent a right to consent to a particular settlement, if the Company's Board of Directors determines in good faith after consultation with the Company's outside legal counsel that the existence or exercise of such right with respect to that particular settlement would violate the fiduciary duties of the Company's Board of Directors. (d) Parent shall reasonably consider taking such actions as may be useful in resolving any antitrust objections that may be asserted with respect to the transactions contemplated by this Agreement by the FTC, the Antitrust Division or any other federal or state agency.

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedof this Agreement and applicable law, each of the parties hereto shall use all its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of Gotham, GGP, the Company, the FUMI Share Trust and their respective subsidiaries (including any amendment, supplement or change of such material contractual relationships reasonably necessary to effect the Mergers, this Agreement and the transactions contemplated hereby), all necessary or appropriate waivers, consents, permits and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to consummation of the Merger Mergers (and, in such case, to proceed with the Merger consummation of the Mergers as expeditiously as possible), subjectincluding through all possible appeals; provided, however, notwithstanding any other provision of this Agreement, except as set forth in Section 7.10(a)(1) of the Gotham Disclosure Schedule (such matters set forth therein, the "SHARED COSTS"), nothing herein shall require Gotham, Sub, GGC or GGP or any of their respective subsidiaries or affiliates to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to the requisite votes Company, the FUMI Share Trust, FUMI or any third party (including Governmental Authorities) in connection with this Section 7.10. Except as set forth in Section 7.10(a)(2) of the stockholders Gotham Disclosure Schedule (such matters set forth therein, the "DUE AUTHORIZATIONS") or as otherwise provided in Article VIII hereof, there are no waivers, consents, permits and approvals that are conditions to consummation of the Company and boards of directors of the Company and Parenttransactions contemplated hereby. (b) Without In addition to and without limitation of the foregoing, each of Parent and the Company parties hereto, to the extent applicable, undertakes and agrees to file (and each party agrees to cause any person or entity that may be deemed to be the ultimate parent entity or otherwise to file, if such filing is required by applicable law) as soon as practicable after the date hereof a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division")practicable, any form or report required by any other governmental agency relating to antitrust matters. Each of Parent the parties hereto, to the extent applicable, shall (and, in each case, shall cause any such parent entity to) respond as promptly as practicable to any inquiries or requests received from any federal, state, local or other governmental authority or regulatory agency, commission, department or other governmental subdivision, court, tribunal or body (each, a "GOVERNMENTAL AUTHORITY") for additional information or documentation. Each of the parties hereto shall take all reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade regulation law that may be asserted by any Governmental Authority with respect to the Company Mergers so as to enable the Effective Time to occur as soon as reasonably practicable. Each party shall (i) use promptly notify the other party of any written communication to that party or its reasonable efforts affiliates from any Governmental Authority and, subject to comply as expeditiously as possible with all lawful requests applicable law, permit the other party to review in advance any proposed written communication to any of the FTC or the Antitrust Division for additional information and documents and foregoing; (ii) not extend agree to participate, or to permit its affiliates to participate in any waiting period under substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the HSR Act or enter into any agreement Mergers unless it consults with the FTC or other party in advance and, to the Antitrust Division not to consummate the transactions contemplated extent permitted by this Agreementsuch Governmental Authority, except with the prior written consent of gives the other parties hereto. party the opportunity to attend and participate thereat; and (ciii) In furnish the event any litigation is commenced by any person or entity relating to other party with copies of all correspondence, filings and communications (and memoranda setting forth the transactions contemplated by this Agreement, including any Acquisition Transaction, Parent shall have substance thereof) between them and their affiliates and their respective representatives on the right, at its own expense, to participate thereinone hand, and any government or regulatory authority or members of their respective staffs on the Company will not settle any such litigation without other hand, with respect to this Agreement and the consent of Parent, which consent will not be unreasonably withheldMergers.

Agreement to Cooperate. (a) Subject to the terms and ---------------------- conditions herein providedof this Agreement, including Section 5.03, each of the parties hereto shall use all reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations (including the HSR Act and the Gaming Laws) to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable best efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of Parent and the Company and their respective subsidiaries, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such that case, to proceed with the Merger as expeditiously as possible). In addition, subject, however, subject to the requisite votes terms and conditions herein provided and subject to the fiduciary duties of the stockholders of the Company and respective boards of directors of the Company and Parent, none of the parties hereto shall knowingly take or cause to be taken any action (including, but not limited to, in the case of Parent, (x) the incurrence of material debt financing, other than the financing in connection with the Merger and related transactions and other than debt financing incurred in the ordinary course of business, and (y) the acquisition of businesses or assets) which would reasonably be expected to delay materially or prevent consummation of the Merger. (b) Without limitation of the foregoing, each of Parent and the Company undertakes and agrees to file as soon as practicable after the date hereof practicable, if required, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), and to make such filings and apply for such approvals and consents as are required under the Gaming Laws. Each of Parent and the Company shall (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful requests of any inquiries received from the FTC or the Antitrust Division or any authority enforcing applicable Gaming Laws for additional information or documentation and documents to all inquiries and requests received from any State Attorney General or other governmental authority in connection with antitrust matters or Gaming Laws, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. . Each party shall (ci) In promptly notify the event other party of any litigation is commenced by written communication to that party from the FTC, the Antitrust Division, any person State Attorney General or any other governmental entity relating and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate in any substantive meeting or discussion with any governmental authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the transactions contemplated extent permitted by this Agreementsuch governmental authority, including any Acquisition Transactiongives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, Parent shall have the right, at its own expense, to participate thereinfilings, and communications (and memoranda setting forth the Company will not settle substance thereof) between them and their affiliates and their respective representatives on the one hand, and any such litigation without government or regulatory authority or members or their respective staffs on the consent of Parentother hand, which consent will not be unreasonably withheldwith respect to this Agreement and the Merger.

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedof this Agreement and applicable law, each of Parent and the parties hereto Company shall use all its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of Parent and the Company and their respective subsidiaries, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to consummation of the Merger (and, in such case, to proceed with the consummation of the Merger as expeditiously as possible), subject, however, to the requisite votes of the stockholders of the Company and boards of directors of the Company and Parentincluding through all possible appeals. (b) Without In addition to and without limitation of the foregoing, each of Parent and the Company undertakes and agrees to (i) file (and Parent agrees to cause any person or entity that may be deemed to be the ultimate parent entity or otherwise to control Parent to file, if such filing is required by law) as soon as practicable practicable, and in any event prior to ten business days after the date hereof hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division")and shall file as soon as practicable any form or report required by any other Governmental Authority relating to antitrust, competition, trade or energy regulation matters) and (ii) take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable law. Each of Parent and the Company shall (and Parent shall cause any such parent entity to) (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful any inquiries or requests of the FTC or the Antitrust Division received from any Governmental Authority for additional information and documents or documentation, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties heretohereto (which shall not be unreasonably withheld or delayed). Parent shall use its reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC's regulations thereunder; any applicable New York laws, and the NYPSC regulations thereunder; the HSR Act; and, if applicable, the Public Utility Holding Company Act of 1935, as amended, and the regulations promulgated thereunder) that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Effective Time to occur as soon as reasonably possible, but in any event to insure that the Effective Time occurs no later than the Termination Date. Each party shall (i) promptly notify the other party of any written communication to that party or its affiliates from any Governmental Authority and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate, or to permit its affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Merger. (c) In Nothing in this Agreement shall require Parent, the event Company or any litigation is commenced by of their respective subsidiaries to dispose of any person of its assets or entity to limit its freedom of action with respect to any of its assets or businesses, whether prior to or after the Effective Time, or to commit or agree to any of the foregoing, in order to obtain any consents, approvals, permits or authorizations or to remove any impediments to the Merger relating to the HSR Act or any other law, regulation or order or to avoid the entry of, or to effect the dissolution of, any injunction or other order in any suit or proceeding relating thereto, other than dispositions, limitations, commitments, or agreements that in each such case may be conditioned upon the consummation of the Merger and the transactions contemplated by this Agreementhereby and that in each such case do not and would not reasonably be expected to, including any Acquisition Transactionindividually or in the aggregate, Parent shall have a material adverse effect on the rightbusiness, at its own expense, to participate therein, and assets or financial condition of the Company will not settle any such litigation without and its subsidiaries together with Parent and its subsidiaries taken as a whole as constituted after the consent of Parent, which consent will not be unreasonably withheldEffective Time.

Agreement to Cooperate. (a) Subject to the terms and conditions herein provided, each Each of the parties hereto Parties shall use all its reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or necessary under any applicable laws and regulations Applicable Law to consummate the Merger and make effective the transactions contemplated by this AgreementTransactions, including using its reasonable best efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the condition applicable to it set forth in Section 6.1(d), (ii) to obtain all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Mergerapprovals, (iiiii) to effect all necessary registrations, filings and submissions (including without limitation filings under federal or state securities laws or the HSR Act and any other submissions requested by the SEC, the Federal Trade Commission or the Department of Justice) and (iiiiv) to lift any injunction or other legal bar to the Merger and the Transactions (and, in such case, to proceed with the Merger and the Transactions as expeditiously as possible), subject, however, to the requisite votes vote of the stockholders Stockholders. Each of the Company and boards of directors Parties recognizes that the consummation of the Company Merger and Parent. (b) Without limitation the Transactions is subject to the preacquisition notification requirements of the foregoingHSR Act. Each agrees that, each of Parent and to the Company undertakes and agrees extent required by Applicable Law to consummate the Merger, it will file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (and the "Antitrust Division")Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of HSR. Each of Parent covenants and the Company shall (i) agrees to use its reasonable best efforts to comply as expeditiously as possible with all lawful requests achieve the prompt termination or expiration of the FTC or the Antitrust Division for additional information and documents and (ii) not extend any waiting period or any extension thereof under the HSR Act or enter into any agreement with Act. Notwithstanding anything to the FTC or the Antitrust Division not to consummate the transactions contemplated by contrary contained in this Agreement, except in connection with or as a condition to receiving the prior written consent or approval of any Authority or otherwise, Acquiror shall not be required to divest, abandon, license or take similar action with respect to any assets (tangible or intangible) of it or any of its Subsidiaries (including, without limitation, the Surviving Corporation after consummation of the other parties heretoMerger). (cb) In the event any litigation is commenced by any person The Company will use its reasonable best efforts on or entity relating prior to the transactions contemplated by this Agreement, including any Acquisition Transaction, Parent shall have Closing Date to obtain the right, at its own expense, to participate therein, satisfaction of the conditions specified in Sections 6.1 and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheld6.

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedof this Agreement, including Section 5.03, each of the parties hereto shall use all reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable best efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of Parent and the Company and their respective subsidiaries, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) and SEC "no-action" letters to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible). In addition, subject, however, subject to the requisite votes terms and conditions herein provided and subject to the fiduciary duties of the stockholders of the Company and respective boards of directors of the Company and Parent, none of the parties hereto shall knowingly take or cause to be taken any action (including, but not limited to, in the case of Parent, (x) the incurrence of material debt financing, other than the financing in connection with the Merger and related transactions and other than debt financing incurred in the ordinary course of business, and (y) the acquisition of businesses or assets) which would reasonably be expected to materially delay or prevent consummation of the Merger. Parent shall use its reasonable best efforts to cause the satisfaction of the conditions to the receipt of funds pursuant to the Financing Commitments. (b) Without limitation of the foregoing, each of Parent and the Company undertakes and agrees to file as soon as practicable practicable, and in any event prior to 15 days after the date hereof hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"). Each of Parent and the Company shall (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful requests of any inquiries received from the FTC or the Antitrust Division for additional information or documentation and documents to all inquiries and requests received from any State Attorney General or other governmental authority in connection with antitrust matters, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. Parent shall offer to take (and if such offer is accepted, commit to take) all steps which it is capable of taking to avoid or eliminate impediments under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any State Attorney General or any other governmental entity with respect to the Merger so as to enable the Effective Time to occur prior to September 15, 1999 (the "Outside Date") and shall defend through litigation on the merits any claim asserted in any court by any party, including appeals. Without limiting the foregoing, Parent shall propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or, effective as of the Effective Time, the Surviving Corporation, or their respective subsidiaries or otherwise offer to take or offer to commit to take any action which it is capable of taking and if the offer is accepted, take or commit to take such action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of Parent, the Surviving Corporation or their respective subsidiaries, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective Time beyond the Outside Date. At the request of Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services, or assets of the Company or any of its subsidiaries, provided that any such action may be conditioned upon the consummation of the Merger and the transactions contemplated hereby. Each party shall (i) promptly notify the other party of any written communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other governmental entity and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate in any substantive meeting or discussion with any governmental authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such governmental authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to this Agreement and the Merger. If Parent shall have complied with all of its obligations under this Section 5.12, but there is no action that Parent or the Company can undertake or offer to undertake that would eliminate the impediment asserted by the FTC, Antitrust Division, or State Attorney General or other order in any suit or proceeding, in order for the Effective Time to occur prior to the applicable date specified in Section 7.01(ii), assuming all conditions other than those relating to such impediment or order have been satisfied or waived, then Parent shall not be deemed to have breached its obligations under this Section 5.12. (c) In the event any litigation is commenced by any person or entity relating to the transactions contemplated by this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expense, to participate therein, and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheld. (d) In connection with the consummation of the financing contemplated by the Financing Commitments, at the reasonable request of Parent, the Company (i) agrees to enter into such agreements, to use reasonable best efforts to deliver such officers certificates and opinions as are customary in financing of this type and as are, in the good faith determination of the persons executing such officers certificates or opinions, accurate, and agrees to pledge, grant security interests in, and otherwise grant liens on, its assets pursuant to such agreements as may be reasonably requested, provided that no obligation of the Company under any such agreement, pledge, or grant shall be effective until the Effective Time and (ii) will provide to the lenders specified in the Financing Commitments financial and other information in the Company's possession with respect to the Merger, make the Company's senior officers available to assist the lenders specified in the Financing Commitments, and otherwise cooperate in connection with the consummation of the Financing, it being understood and agreed that if the Company fails to deliver such accurate officers certificates and opinions described in sub-clause (i) of this clause (d) and, as a result thereof, the conditions set forth in Sections 6.01(d) or 6.01(e) are not satisfied, Parent shall have no liability under this Agreement (including Section 5.11) for, or for the failure to satisfy, such conditions. (e) The Company shall, jointly with the banks providing the Financing, retain a nationally recognized independent evaluation firm reasonably satisfactory to the Company and the banks providing the debt financing to render a solvency letter (the "Solvency Letter") immediately prior to the Effective Time to the banks and the Company with respect to the solvency of Parent and its subsidiaries after giving effect to the Merger and the financing contemplated by the Financing Commitments. Parent and the Company shall cooperate with any reasonable requests for information by such firm. (f) Parent shall provide the Company any certificates from Parent relating to the solvency and adequate capitalization of Parent and Parent's ability to pay its debts that are given to any banks, other lenders in connection with the Financing or the independent evaluation firm as may be reasonably requested by the Company. Any such certificate, opinion or other statement will be provided to the Company at the time it is provided to such banks or other lenders.

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedof this Agreement, including Section 6.03 and this Section 6.12, each of the parties hereto shall use all its reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws Law and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable best efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of Yuma and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) Company and their respective Subsidiaries and to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar submissions. In addition, subject to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, terms and conditions herein provided and subject to the requisite votes fiduciary duties of the stockholders of the Company and boards respective board of directors of the Company and ParentYuma, including, without limitation, the provisions of Section 6.07(c) and Section 6.08(c), none of the parties hereto shall knowingly take or cause to be taken any action that would reasonably be expected to materially delay or prevent consummation of the Reincorporation Merger and the Merger. (b) Without limitation of In the foregoingevent that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Merger or any other transaction contemplated by this Agreement, each of Parent or any other agreement contemplated hereby, the Company, Yuma, Yuma Delaware, Delaware Merger Subsidiary and the Company undertakes and agrees to file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act Merger Subsidiary shall cooperate in all respects with the Federal Trade Commission (the "FTC") other parties and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company shall (i) use its their commercially reasonable efforts to comply as expeditiously as possible with all lawful requests contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the FTC or the Antitrust Division for additional information and documents and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, except with if so precluded in the prior written consent exercise of their directors’ fiduciary duties, none of the other parties hereto. (c) In the event Company, Yuma, Yuma Delaware, Delaware Merger Subsidiary, Merger Subsidiary, or any litigation is commenced by of their affiliates shall be required to defend, contest or resist any person action or entity relating proceeding, whether judicial or administrative, or to take any action to have vacated, lifted, reversed or overturned any order, in connection with the transactions contemplated by this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expense, to participate therein, and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheld.

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedof this Agreement, including Section 5.03, each of the parties hereto shall use all reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations including, but not limited to, the HSR Act and the Racing Laws, to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable best efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of Parent and the Company and their respective subsidiaries, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such that case, to proceed with the Merger as expeditiously as possible). In addition, subject, however, subject to the requisite votes terms and conditions herein provided and subject to the fiduciary duties of the stockholders of the Company and respective boards of directors of the Company and Parent, none of the parties hereto shall knowingly take or cause to be taken any action which would reasonably be expected to delay materially or prevent consummation of the Merger. (b) Without limitation of the foregoing, each of Parent and the Company undertakes and agrees to file as soon as practicable after the date hereof a any Notification and Report Form required under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division")) and to make such filings and apply for such approvals and consents as are required under the Racing Laws. Each of Parent and the Company shall (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful requests of any inquiries received from the FTC or the Antitrust Division or any authority enforcing applicable Racing Laws for additional information or documentation and documents to all inquiries and requests received from any State Attorney General or other governmental authority in connection with antitrust matters or Racing Laws, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties Parties hereto. . Each party shall (ci) In promptly notify the event other party of any litigation is commenced by written communication to that party from the FTC, the Antitrust Division, any person State Attorney General or any other governmental entity relating and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate in any substantive meeting or discussion with any governmental authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the transactions contemplated extent permitted by this Agreementsuch governmental authority, including any Acquisition Transactiongives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, Parent shall have the right, at its own expense, to participate thereinfilings, and communications (and memoranda setting forth the Company will not settle substance thereof) between them and their affiliates and their respective representatives on the one hand, and any such litigation without government or regulatory authority or members or their respective staffs on the consent of Parentother hand, which consent will not be unreasonably withheldwith respect to this Agreement and the Merger.

Agreement to Cooperate. (a) Subject to the terms and conditions herein provided, each Each of the parties hereto shall Parties will use all commercially reasonable efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations Applicable Law to consummate the Merger and make effective the transactions contemplated by this AgreementTransactions, including using its commercially reasonable efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; (ii) to obtain all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Mergerapprovals, (iiiii) to effect all necessary registrationsregistration, filings and submissions (including without limitation the Registration Statement, other filings under the Securities Act or the HSR Act and any other submissions requested by the SEC or the Federal Trade Commission or Department of Justice) and (iiiiv) to lift any injunction or other legal bar to the Merger and the Transactions (and, in such case, to proceed with the Merger and the Transactions as expeditiously as possible), subject, however, to the requisite votes of the stockholders Stockholders. Each of the Company and boards of directors Parties recognizes that the consummation of the Company Merger and Parent. (b) Without limitation the Transactions may be subject to the pre-merger notification requirements of the foregoingHSR Act. Each agrees that, each of Parent and to the Company undertakes and agrees extent required by Applicable Law to consummate the Merger, it will file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (and the "Antitrust Division")Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each of Parent covenants and the Company shall (i) agrees to use its commercially reasonable efforts to comply as expeditiously as possible with all lawful requests achieve the prompt termination or expiration of the FTC or the Antitrust Division for additional information and documents and (ii) not extend any waiting period or any extensions thereof under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent Act. (b) Each of the other parties heretoParties agrees to take such actions as may be necessary to obtain any Governmental Authorizations legally required for the consummation of the Merger and the Transactions, including the making of any Governmental Filings, publications and requests for extensions and waivers. (c) In the event any litigation is commenced by any person The Company will use commercially reasonable efforts on or entity relating prior to the transactions contemplated Public Offering Closing Date (i) to obtain the satisfaction of the conditions specified in Sections 7.1 and 7.2; (ii) if requested by this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expenseVIALOG, to participate therein, and seek the consents (to the extent required) to the continued existence in accordance with its then-stated terms of all long-term debt of each of the Company will and each of its Subsidiaries; and (iii) to attempt to cause those key employees of the Company and its Subsidiaries designated by VIALOG that are not settle any such litigation without Stockholders to execute and deliver non-competition agreements substantially conforming in form and substance to the consent of Parent, which consent will not be unreasonably withheld.non-competition agreements currently maintained by VIALOG with its key employees in the form attached as Exhibit ------- 6.2

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedof this Agreement, including Section 6.03 and this Section 6.11, each of the parties hereto shall use all its reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws law and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable best efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of CytRx and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) Company and their respective subsidiaries and to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar submissions. In addition, subject to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, terms and conditions herein provided and subject to the requisite votes fiduciary duties of the stockholders respective Boards of Directors of the Company and boards of directors CytRx, none of the Company and Parentparties hereto shall knowingly take or cause to be taken any action that would reasonably be expected to materially delay or prevent consummation of the Merger. (b) Without limitation of the foregoing, each of Parent and the Company undertakes and agrees to file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company CytRx shall (i) use its reasonable efforts to comply as expeditiously as possible with ensure that the Equity Conditions cited in Section 3.02(b) are met prior to the issuance of any shares of CytRx Common Stock that comprise the Earnout Merger Consideration and to obtain any necessary permits and approvals under all lawful requests applicable state securities laws required to permit the distribution of the FTC or shares of CytRx Common Stock that comprise the Antitrust Division for additional information Earnout Merger Consideration. This Section 6.11(b) shall survive the Effective Time and documents and (ii) shall not extend any waiting period under terminate until the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent expiration of the other parties hereto. (c) In the event any litigation is commenced by any person or entity relating to the transactions contemplated by this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expense, to participate therein, Earnout Period and the Company will not settle any such litigation without the consent payment of Parent, which consent will not be unreasonably withheldall Earnout Merger Consideration pursuant to Section 3.02.

Agreement to Cooperate. (a) Subject to the terms NICOYA and conditions herein provided, CTI shall each of the parties hereto shall use all their commercially reasonable efforts to (i) take, or cause to be taken, all action appropriate action, and to do, or cause to be done, all things necessary, reasonably necessary and proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations Law to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Mergerhereby as promptly as reasonably practicable, (ii) obtain from any Governmental Entity or any other third Person any consents, licenses, permits, waivers, approvals, authorizations or orders required to effect all necessary registrationsbe obtained or made by CTI or NICOYA in connection with the authorization, filings execution and submissions delivery of this Agreement and the consummation of the transactions contemplated hereby, and (iii) as promptly as reasonably practicable, make all reasonably necessary filings, and thereafter make any other required submissions, with respect to lift this Agreement and the Merger required under any injunction other applicable federal or state securities Laws and any other legal bar applicable Law. CTI and ▇▇▇▇▇▇ shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the Merger (non-filing party and its advisors prior to filing and, in such caseif requested, to proceed with the Merger as expeditiously as possible)accept all reasonable additions, subject, however, to the requisite votes of the stockholders of the Company deletions or changes suggested in connection therewith. CTI and boards of directors of the Company and Parent. (b) Without limitation of the foregoing, each of Parent and the Company undertakes and agrees to file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company NICOYA shall (i) use its their commercially reasonable efforts to comply as expeditiously as possible 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 all lawful requests of the FTC or the Antitrust Division for additional information and documents and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement. (b) Each of CTI and ▇▇▇▇▇▇ shall give any notices to third Persons, except with and use their commercially reasonable efforts to obtain any third Person consents that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the CTI Disclosure Schedule or NICOYA Disclosure Schedule, as the case may be, or (iii) required to prevent a Material Adverse Effect from occurring prior written to or after the Effective Time. If any party shall fail to obtain any consent from a third Person described in this subsection (b), such party will use its commercially reasonable efforts, and will take any such commercially reasonable actions requested by the other party hereto, to limit the adverse affect upon CTI and NICOYA and their respective businesses resulting, or that could reasonably be expected to result after the consummation of the other parties heretoMerger or the Effective Time, from the failure to obtain such consent. (c) In CTI and NICOYA shall promptly (and, in any event, within two (2) business days) advise the event other orally and in writing of any litigation state of facts, event, change, effect, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. CTI shall give prompt notice to ▇▇▇▇▇▇, and ▇▇▇▇▇▇ shall give prompt notice to CTI, of (i) any representation or warranty made by it contained in this Agreement that is commenced qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any person material respect any covenant, condition or entity relating agreement to be complied with or satisfied by it under this Agreement. No such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the transactions contemplated by obligations of the parties under this Agreement; provided, including any Acquisition Transactionhowever, Parent shall have that the rightrecipient of such notice shall, at within a five (5) day period following the receipt of such notice, use its own expense, commercially reasonable efforts to participate therein, engage in good faith discussions with the notifying party regarding such notification and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheldfacts and circumstances set forth therein.

Agreement to Cooperate. (a) Subject to the terms and conditions herein provided, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all Required Governmental Consents and all other necessary or appropriate waivers, consents and or approvals from lendersof third parties required in order to preserve material contractual relationships of the Corporation, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions and (iii) to lift any injunction injunctive or other legal bar to the Merger this transaction (and, in such case, to proceed with the Merger transaction as expeditiously as possible), subject; provided, however, that in using its reasonable efforts the Corporation, the Shareholders and WCI shall not be required to take any action or to agree to any condition, including without limitation any condition imposed by any government authority with respect to the requisite votes transfer of the stockholders of the Company and boards of directors of the Company and Parentany License or Permit or obtaining any Required Governmental Consent, that, in such party’s reasonable judgment, imposes a materially adverse financial burden or operating condition on such party. (b) Without limitation of the foregoing, if required by applicable Law, each of Parent WCI and the Company Corporation undertakes and agrees to file as soon as practicable practicable, and in any event within five (5) days after the date hereof Signing Date, a Notification and Report Form under the HSR Act with the Federal federal Trade Commission (the "“FTC"”) and the Antitrust Division of the Department of Justice (the "“Antitrust Division"”). Each of Parent WCI and the Company Corporation shall (i) use its reasonable efforts respond as STOCK PURCHASE AGREEMENT HLE promptly as practicable to comply as expeditiously as possible with all lawful requests of any inquiries received from the FTC or the Antitrust Division for additional information or documentation and documents to all inquiries and requests received from any State Attorney General or other governmental authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. Each party shall promptly notify the other parties of any communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other governmental entity and permit the other parties to review in advance any proposed communication to any of the foregoing. (c) In the event any litigation is commenced against the Corporation by any person or entity relating to the transactions contemplated by this Agreement, including any Acquisition Transaction, Parent WCI shall have the right, at its own expense, to participate therein, and the Company Corporation will not settle any such litigation without the consent of ParentWCI, which consent will not be unreasonably withheld. (d) Following the Closing, the Shareholders, the Corporation and WCI shall each deliver or cause to be delivered at such times and places as shall be reasonably requested such additional instruments as WCI or the Shareholders may reasonably request for the purpose of carrying out this Agreement, including without limitation, with respect to the Corporation and the Shareholders, any indemnities (including a gap indemnity, a mechanics’ lien indemnity, and a parties in possession indemnity), affidavits or other documents that are applicable only to periods prior to the Closing Date that are required by Title Company in connection with the issuance of the Title Policies or in order for the Corporation to confirm that it has good and marketable title to the Owned Property. The Shareholders will cooperate with WCI and/or the Corporation after the Closing, at the expense of WCI, in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings or disputes of any nature with respect to matters pertaining to all periods prior to the Closing Date.

Agreement to Cooperate. (a) Subject to the terms and conditions herein provided, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts to obtain (i) all necessary, proper or advisable waivers, consents and approvals under applicable laws and regulations to obtain consummate and make effective the transactions contemplated by this Agreement, (ii) all necessary or appropriate waivers, consents and or approvals from lendersof third parties required in order to preserve material contractual relationships of the Pike Companies, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions and (iii) the execution and delivery of any additional instruments necessary to lift any injunction or other legal bar consummate the transactions and to fully carry out the Merger (andpurposes of this Agreement. In connection with and without limiting the foregoing, in such case, to proceed with the Merger as expeditiously as possible), subject, however, to the requisite votes of the stockholders of the Company and boards the Board of directors Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any transaction contemplated by this Agreement or (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, take all action necessary to ensure that the Mergers 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 the Company Mergers and Parentthe other transactions. (b) Without limitation The Company shall, and shall cause each of the foregoingits directors, each officers, employees, accountants and counsel to, cooperate promptly and fully with all reasonable requests of Parent and LGB Sub with respect to obtaining the Company undertakes and agrees Financing, to file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act extent applicable on terms substantially consistent with the Federal Trade Commission (commitment letters previously provided to the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company shall Company, including: (i) use its reasonable efforts assisting in the preparation of any offering document, information memorandum or other marketing materials relating to comply as expeditiously as possible with all lawful requests the syndication of the FTC any bank loans or the Antitrust Division for additional information and documents and distribution of any debt securities; (ii) not extend making its senior management available to the lenders or other financial advisors of Parent and, to the extent reasonably requested, instructing its senior management to prepare for, attend and participate in any waiting period under the HSR Act meetings, presentations or enter into other marketing procedures; (iii) making any agreement required applications or filings; (iv) in connection with the FTC issuance or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent distribution of any securities (whether in a public offering or a private placement) as part of the Financing, causing its accountants to issue any customary “comfort letter” or other parties hereto.similar letter and its counsel to issue customary legal opinions (including a “10b-5” letter where applicable); and (cv) In the event taking any litigation is commenced by other reasonable action to achieve timely and orderly syndication of any person bank loans or entity relating to the transactions contemplated by this Agreement, including distribution of any Acquisition Transaction, Parent shall have the right, at its own expense, to participate therein, and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheldsecurities.

Agreement to Cooperate. (a) Subject to the terms and conditions herein provided, provided each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of Parent and the Company and their respective subsidiaries, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) and SEC "no-action" letters to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, to the requisite votes of the stockholders of the Company and boards of directors of the Company and Parent. (b) Without limitation of the foregoing, if required by applicable law, each of Parent and the Company undertakes and agrees to file as soon as practicable practicable, and in any event prior to 15 days after the date hereof hereof, a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company shall (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful requests of any inquiries received from the FTC or the Antitrust Division for additional information of documentation and documents to all inquiries and requests received from any State Attorney General or other governmental authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto.extend (c) In the event any litigation is commenced by any person or entity relating to the transactions contemplated by this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expense, to participate therein, and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheld.

Agreement to Cooperate. (a) Subject to the terms and conditions herein provided, each Each of the parties hereto shall use all reasonable business efforts (x) to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations Applicable Law to consummate the Exchanges and make effective the transactions contemplated by this Agreementother Transactions, including and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Exchanges or the making effective of the other Transactions, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Exchanges and the other Transactions by all such applicable Authorities, (ii) to obtain all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Mergerapprovals, (iiiii) to effect all necessary registrations, filings and submissions (including without limitation filings within ten (10) business days of the date of this Agreement under the Hart-Scott-Rodino Act and all filings, including without limitat▇▇▇ ▇▇▇ ▇▇▇▇▇▇ of all appropriate applications for FCC Consents, necessary for EZ and SFX to own and operate the Future SFX Station and the Future EZ Station, respectively), (iiiiv) to lift any injunction or other legal bar to the Merger Exchanges or any of the other Transactions (and, in such case, to proceed with the Merger Exchanges and the other Transactions as expeditiously as possible), subjectand (v) to obtain the satisfaction of the conditions specified in Article 6, howeverincluding without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party. The parties shall prosecute said filings and applications with all reasonable diligence and otherwise use reasonable business efforts to obtain the termination of the Hart-Scott-Rodino Act waiting period and the grant of FCC Conse▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ications as expeditiously as practicable. If the FCC Consents, or any of them, imposes any condition on either party hereto (or, in the case of EZ, American or any of its Subsidiaries), such party shall use reasonable business efforts to comply with such condition unless compliance would have a Material Adverse Effect upon it. If reconsideration or judicial review is sought with respect to any FCC Consent, SFX and EZ shall oppose such efforts to obtain reconsideration or judicial review (but nothing herein shall be construed to limit any party's right to terminate this Agreement pursuant to the requisite votes provisions of Section 7.1). Notwithstanding anything in this Agreement to the contrary, the Exchanges are expressly conditioned upon the grant of the stockholders Final Order as to the FCC Consents for the transfer of the Company and boards FCC Licenses for the Stations without any condition Materially Adverse to the party acquiring such Stations, it being understood that the imposition of directors any condition requiring (a) any SFX Party (or any Affiliate thereof) to divest its interest in any radio station in the Charlotte, North Carolina market or to otherwise take any action to comply with Section 73.3555(a) of the Company FCC rules shall not be deemed to have a Materially Adverse Effect upon the SFX Parties, or (b) any EZ Party (including American and Parentits Subsidiaries) to divest their interest in any radio station in the Pittsburgh, Pennsylvania market or to otherwise take any action to comply with Section 73.3555(a) of the FCC rules shall not be deemed to have a Materially Adverse Effect upon the EZ Parties. Notwithstanding the foregoing, nothing in this Agreement shall be construed to require any EZ Party or any SFX Party to divest any asset to obtain termination of the Hart-Scott-Rodino Act waiting period or to avoid or settle litigat▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ any antitrust enforcement Authority seeking to block the transactions contemplated by this Agreement (unless such divesture is necessary to comply with the multiple ownership rules or policies of the FCC). (b) Without limitation The parties shall cooperate with one another in the preparation, execution and filing of all Returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the foregoing, each of Parent Exchanges and the Company undertakes and agrees other Transactions that are required or permitted to file as soon as practicable after be filed on or before the date hereof a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company shall (i) use its reasonable efforts to comply as expeditiously as possible with all lawful requests of the FTC or the Antitrust Division for additional information and documents and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties heretoClosing Date. (c) In SFX shall cooperate and use its reasonable business efforts to cause its independent accountants to reasonably cooperate with EZ, and at EZ's expense, in order to enable EZ to have SFX and EZ's or SFX's independent accountants prepare audited financial statements for the event any litigation is commenced by any person or entity relating Future SFX Station described in Section 6.2(f). SFX represents and warrants that such financial statements will have been prepared in accordance with GAAP applied on a basis consistent with past practices, will be true, correct and complete, and will present fairly the financial condition and results of operation of the Future SFX Station. Without limiting the generality of the foregoing, SFX agrees that it will (i) consent to the transactions contemplated use of such audited financial statements in any registration statement or other document filed by this EZ (or American or any of either of their Subsidiaries) under the Securities Act or the Exchange Act and (ii) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as EZ's independent accountants may reasonably request under the circumstances. EZ shall cooperate and use its reasonable business efforts to cause its independent accountants to reasonably cooperate with SFX, and at SFX's expense, in order to enable SFX to have EZ and SFX's or EZ's independent accountants prepare audited financial statements for the Future EZ Station described in Section 6.3(f). EZ represents and warrants that such financial statements will have been prepared in accordance with GAAP applied on a basis consistent with past practices, will be true, correct and complete, and will present fairly the financial condition and results of operation of the Future EZ Station. Without limiting the generality of the foregoing, EZ agrees that it will (i) consent to the use of such audited financial statements in any registration statement or other document filed by SFX (or any of its Subsidiaries) under the Securities Act or the Exchange Act and (ii) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as SFX's independent accountants may reasonably request under the circumstances. (d) The parties acknowledge and agree that they intend, if appropriate at the time the Hart-Scott-Rodino Act waiting period has expired or been termi▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇t, in the case of the Future EZ Station, to the provisions of the Evergreen-EZ Agreement and, in the case of the Future SFX Station, to the provisions of the Secret-SFX Agreement, to execute and deliver a time brokerage agreement with respect to each of (i) the Future EZ Station substantially in the form of Exhibit A-1 attached hereto and made a part hereof (the "Future EZ Station TBA") and (ii) the Future SFX Station substantially in the form of Exhibit A-2 attached hereto and made a part hereof (the "Future SFX Station TBA"). Anything in this Agreement to the contrary notwithstanding, including without limitation any Acquisition Transactionprovision of Articles 3, Parent 4 and 8 and Sections 6.2 and 6.3, (A) none of the SFX Parties shall have be liable in any respect to the right, at its own expense, to participate thereinextent any of the representations and warranties contained in Article 3, and none of the Company will EZ Parties shall be liable in any respect to the extent any of the representations and warranties contained in Article 4, are not settle true and correct in any such litigation without Material respect on and as of the consent Closing Date due solely to the existence and operation of Parentthe Future SFX Station TBA and the Future EZ Station TBA, which consent will respectively, (B) the conditions set forth in Sections 6.2(c), 6.2(e), 6.3(c) and 6.3(e) shall not be unreasonably withhelddeemed to be not satisfied as a result of any action or failure to act of EZ pursuant to the provisions of the Future SFX Station TBA and of SFX pursuant to the provisions of the Future EZ Station TBA, respectively, and (C) the certificates to be delivered to EZ and SFX pursuant to the provisions of Section 6.2(c) and 6.3(c), respectively, shall not be required to address any of such representations and warranties that are not true and correct in any material respect on and as of the Closing Date due to the existence and operation of such agreements.

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedprovided and subject to the fiduciary duties of the respective boards of directors of the Corporations and WCI, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of WCI, the Corporations, CRC and FBLP, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions and (iii) to lift any injunction injunctive or other legal bar to the Merger this transaction (and, in such case, to proceed with the Merger transaction as expeditiously as possible), subject, however, to the requisite votes of the stockholders of the Company and boards of directors of the Company and Parent. (b) Without limitation of the foregoing, if required by applicable law, each of Parent WCI and the Company Corporations undertakes and agrees to file as soon as practicable practicable, and in any event prior to 15 days after the date hereof Signing Date, a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust DivisionANTITRUST DIVISION"). Each of Parent WCI and the Company Corporations shall (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful requests of any inquiries received from the FTC or the Antitrust Division for additional information or documentation and documents to all inquiries and requests received from any State Attorney General or other governmental authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. Each party shall promptly notify the other party of any communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other governmental entity and permit the other party to review in advance any proposed communication to any of the foregoing. (c) In the event any litigation is commenced by any person or entity relating to the transactions contemplated by this Agreement, including any Acquisition Transaction, Parent WCI shall have the right, at its own expense, to participate therein, and the Company Corporations will not settle any such litigation without the consent of ParentWCI, which consent will not be unreasonably withheld.

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedof this Agreement, including Section 7.3 and this Section 7.11, each of the parties Parties hereto shall use all its reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws law and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable best efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve the material contractual relationships of PEDEVCO and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) Company and their respective Subsidiaries and to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar submissions. In addition, subject to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, terms and conditions herein provided and subject to the requisite votes fiduciary duties of the stockholders respective Boards of Directors of the Company and boards of directors PEDEVCO, none of the Company and ParentParties hereto shall knowingly take or cause to be taken any action that would reasonably be expected to materially delay or prevent consummation of the Merger. (b) Without limitation of In the foregoingevent that any administrative or judicial action or Proceeding is instituted (or threatened to be instituted) by a governmental authority or private party challenging the Reorganization or any other transaction contemplated by this Agreement, each of Parent or any other agreement contemplated hereby, the Company, Dome AB, PEDEVCO and the Company undertakes and agrees to file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act Acquisition Subsidiary shall cooperate in all respects with the Federal Trade Commission (the "FTC") other Parties and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company shall (i) use its their commercially reasonable best efforts to comply as expeditiously as possible with all lawful requests contest and resist any such action or Proceeding and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the FTC or the Antitrust Division for additional information and documents and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, except if so precluded in the exercise of their directors’ fiduciary duties, none of PEDEVCO, Acquisition Subsidiary or any of their affiliates shall be required to defend, contest or resist any action or Proceeding, whether judicial or administrative, or to take any action to have vacated, lifted, reversed or overturned any order, in connection with the prior written consent of the other parties hereto. (c) In the event any litigation is commenced by any person or entity relating to the transactions contemplated by this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expense, to participate therein, and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheld.

Agreement to Cooperate. (a) Subject Prior to Closing, subject to the terms and conditions herein providedof this Agreement, each of the parties hereto Company, on the one hand, and each of Parent and Merger Sub, on the other hand, shall use all (and shall cause its respective Subsidiaries to use) its reasonable best efforts to take, or cause to be taken, all action actions (other than the actions contemplated by Section 5.2(b)) and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws Law and regulations to consummate and make effective as promptly as practicable the Merger and other transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject; provided, however, (x) except as otherwise provided in the Disclosure Schedule, notwithstanding any other provision of this Agreement, nothing herein shall require the Company or any of its Subsidiaries to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to Parent, Merger Sub or any third party in connection with the requisite votes foregoing and (y) neither the Company nor any of its Subsidiaries shall incur any such expenses to be paid at Closing in excess of $24.2 million in the aggregate as estimated on Section 5.2 of the stockholders of the Company and boards of directors of the Company and Disclosure Schedule without Parent’s prior written consent. (b) Without In addition to and without limitation of the foregoing, each of Parent Parent, Merger Sub and the Company undertakes and agrees to (i) file (and Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent to file, if such filing is required by Law) as soon as practicable practicable, and in any event prior to ten business days after the date hereof hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (and shall file as soon as practicable any form or report required by any other Governmental Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade or other regulatory matters), and (ii) take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Law; provided, however, that no party shall be required to, and the "Antitrust Division")Company may not (without the prior written consent of Parent) make any such filing or undertaking or take any such action which filing, undertaking or action would have a Material Adverse Effect. Each of Parent and the Company shall (i) use its reasonable efforts request early termination in connection with the antitrust filings under the HSR Act or any foreign antitrust Law, to comply the extent applicable, (ii) respond as expeditiously promptly as possible with all lawful practicable to any inquiries or requests of the FTC or the Antitrust Division received from any Governmental Authority for additional information and documents or documentation, and (iiiii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. (c) In . Parent and the event Company shall take any litigation is commenced and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade Law that may be asserted by any person Governmental Authority with respect to the Merger so as to enable the Effective Time to occur as soon as reasonably possible and to avoid any Action or entity proceeding that would otherwise have the effect of preventing or delaying the Effective Time. Each party shall (i) promptly notify the other party of any written communication to that party or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications between them and their affiliates and their respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Merger (except that the Company shall be under no obligation of any kind to provide any other party documents, material or other information relating to the transactions contemplated by valuation of the Company or to alternatives to the proposed Merger and this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expense, to participate therein, and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheld).

Agreement to Cooperate. (a) Subject to the terms and conditions herein provided, each of the parties hereto this Agreement Parent shall use all reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of Parent and the Company and their respective subsidiaries, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, including through all possible appeals. The Company shall cooperate with Parent's efforts pursuant to the requisite votes foregoing sentence. In addition, subject to the terms and conditions herein provided and subject to the fiduciary duties of the stockholders of the Company and respective boards of directors of the Company and Parent, none of the parties hereto shall knowingly take or cause to be taken any action which would reasonably be expected to materially delay or prevent consummation of the Merger. (b) Without In addition to and without limitation of the foregoing, each of Parent and the Company undertakes and agrees to file as soon as practicable practicable, and in any event prior to 3 business days after the date hereof hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"and shall file as soon as practicable any form or report required by any other Governmental Agency relate to antitrust matters). Each of Parent and the Company shall (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful any inquiries or requests of the FTC received from any domestic or the Antitrust Division foreign government or governmental agency or authority (each, a "Governmental Agency") for additional information or documentation, (ii) (A) promptly notify the other party of any written communication to that party from any Governmental Agency and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing, (B) to the extent practicable, permit the other party to review and documents discuss in advance and consider in good faith the views of one another in connection with, any proposed written (or any material oral) communication with any Governmental Entity; (C) not agree to participate in any substantive meeting or discussion with any Governmental Agency in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Agency, gives the other party the opportunity to attend and participate thereat, and (iiD) furnish the other party with copies of all correspondence, filings and communications (and memoranda, if any, setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to this Agreement and the Merger, and (iii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division any Governmental Agency not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. hereto (c) In the event any litigation is commenced by any person or entity relating to the transactions contemplated by this Agreement, including any Acquisition Transaction, Parent which shall have the right, at its own expense, to participate therein, and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheld). Parent shall offer to take (and if such offer is accepted, commit to take) all steps that it is capable of taking to avoid or eliminate impediments under any antitrust, competition, or trade regulation law that may be asserted by any Governmental Agency with respect to the Merger so as to enable the Effective Time to occur prior to June 30, 2001 (the "Outside Date") and shall defend through litigation on the merits any claim asserted in any court by any party, including appeals. In addition to and without limiting the foregoing, Parent shall propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or, effective as of the Effective Time, the Surviving Corporation, or their respective subsidiaries or otherwise offer to take or offer to commit to take any action which it is capable of taking and if the offer is accepted, take or commit to take such action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of Parent, the Surviving Corporation or their respective subsidiaries, in order to avoid the filing of any suit or proceeding or the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective Time beyond the Outside Date, or which may be necessary to allow the Effective Time to occur prior to the Outside Date. At the request of Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services, or assets of the Company or any of its subsidiaries, provided that any such action may be conditioned upon the consummation of the Merger and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Section 5.12, Parent shall not be required to take any actions in connection with, or agree to, any hold separate order, sale, divestiture, or disposition of plants, assets and businesses of Parent and its Subsidiaries or the Company and its Subsidiaries that accounted in the aggregate for more than $60,000,000 of the combined sales of Parent and the Company in fiscal year 1999. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section as "outside counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and, in the case of Parent, its General Counsel (provided that the General Counsel of Parent enter into an agreement with the Company covenanting that he will not disclose any such competitively sensitive material to employees, officers or directors of Parent or its subsidiaries unless express permission is obtained in advance from the Company) and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (the Company or Parent, as the case may be) or its legal counsel.

Agreement to Cooperate. (a) Subject to the terms and ---------------------- conditions herein providedof this Agreement, including Section 5.03, each of the parties hereto shall use all reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations (including the HSR Act and the Gaming Laws) to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable best efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of Parent and the Company and their respective subsidiaries, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible). In addition, subject, however, subject to the requisite votes terms and conditions herein provided and subject to the fiduciary duties of the stockholders of the Company and respective boards of directors of the Company and Parent, none of the parties hereto shall knowingly take or cause to be taken any action (including, but not limited to, in the case of Parent, (x) the incurrence of material debt financing, other than the financing in connection with the Merger and related transactions and other than debt financing incurred in the ordinary course of business, and (y) the acquisition of businesses or assets) which would reasonably be expected to materially delay or prevent consummation of the Merger. Parent shall use its reasonable best efforts to cause the satisfaction of the conditions to the receipt of funds pursuant to the Financing Commitment. (b) Without limitation of the foregoing, each of Parent and the Company undertakes and agrees to file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division")) and to make such filings and apply for such approvals and consents as are required under the Gaming Laws. Each of Parent and the Company shall (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful requests of any inquiries received from the FTC or the Antitrust Division or any authority enforcing applicable Gaming Laws for additional information or documentation and documents to all inquiries and requests received from any State Attorney General or other governmental authority in connection with antitrust matters or Gaming Laws, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. Parent shall offer to take (and if such offer is accepted, commit to take) all steps which it is capable of taking to avoid or eliminate impediments under any antitrust, competition, or trade regulation law or Gaming Laws that may be asserted by the FTC, the Antitrust Division, any State Attorney General or any other governmental entity with respect to the Merger so as to enable the Effective Time to occur prior to the Outside Date and shall defend through litigation on the merits any claim asserted in any court by any party, including appeals. Without limiting the foregoing, Parent shall propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or, effective as of the Effective Time, the Surviving Corporation, or their respective subsidiaries or otherwise offer to take or offer to commit to take any action which it is capable of taking and if the offer is accepted, take or commit to take such action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of Parent, the Surviving Corporation or their respective subsidiaries, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective Time beyond the Outside Date; provided; however, that anything to the contrary in this Agreement -------- ------- notwithstanding, neither Parent nor any of its subsidiaries shall be required to divest or dispose of any property that is material to the business of Parent and its subsidiaries, taken as a whole. At the request of Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services, or assets of the Company or any of its subsidiaries, provided that any such action may be conditioned upon the consummation of the Merger and the transactions contemplated hereby. Each party shall (i) promptly notify the other party of any written communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other governmental entity and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate in any substantive meeting or discussion with any governmental authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such governmental authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to this Agreement and the Merger. (c) In Parent agrees to use its reasonable best efforts to obtain the event any litigation is commenced by any person Financing in accordance with the Financing Commitment or entity relating alternate commitments or arrangements that are not reasonably likely to cause a material delay in the consummation of the Merger or have a material adverse effect on the ability of Parent to deliver to the transactions contemplated Company's stockholders the economic benefits they are reasonably expected to receive by this Agreement, including any Acquisition Transaction, Parent shall have virtue of the right, at its own expense, to participate therein, and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheldMerger.

Agreement to Cooperate. (a) Each of the parties hereto shall cooperate and use its best business efforts to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the transactions contemplated by this Agreement by all such applicable Authorities, each of which must be obtained in order to satisfy the conditions set forth in and Section 5 hereof. (b) Subject to the terms and conditions herein provided, each of the parties hereto shall use all reasonable efforts to or take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations Applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents and approvals from lendersand Commission "no-action" letters, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions (including without limitation filings under the HSR Act and (iiiany other submissions requested by the Federal Trade Commissions or Department of Justice) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, . The parties recognize that the consummation of the transactions contemplated hereby is subject to the requisite votes preacquisition notification requirements of the stockholders HSR Act. Each of the Company and boards of directors of the Company and Parent. (b) Without limitation of the foregoing, each of Parent and the Company undertakes and parties agrees to that it will file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (and the "Antitrust Division")Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each of Parent the parties covenants and the Company shall (i) agrees to use its reasonable business efforts to comply as expeditiously as possible with all lawful requests achieve the prompt termination or expiration of the FTC or the Antitrust Division for additional information and documents and (ii) not extend any waiting period or any extension thereof under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties heretoAct. (c) In addition to the event covenants set forth in the preceding subsections of this Section, Childs, Acquiror Parent and Acquiror and Company each agree to take such actions as may be necessary to obtain any litigation is commenced by any person or entity relating to Governmental Authorizations legally required for the consummations of the transactions contemplated by this Agreementhereby, including the making of any Acquisition TransactionGovernmental Filings, publications and requests for extensions and waivers. Nothing in this Section shall be construed to require (i) Childs Acquiror Parent and Acquiror to (A) sell or otherwise dispose of any Subsidiary or assets which either alone or in the aggregate with all such other sales or dispositions would constitute the sale or disposition of a "significant subsidiary" of Childs Acquiror Parent or Acquiror, (B) take any action the effectiveness of which cannot be conditioned upon the consummation of the transactions which would have any Material Adverse Effect on Childs Acquiror Parent or Acquiror, or (C) take any action which either would have any Material Adverse Effect on Childs or Acquiror, following the consummation of the transactions or materially impair the value to Childs Acquiror Parent or Acquiror of the transactions; or (ii) Company to (A) sell or otherwise dispose of any of its Subsidiaries or assets which either alone or in the aggregate with all such other sales or dispositions would constitute the sale or disposition of a "significant subsidiary" of Company, (B) take any action the effectiveness of which cannot be conditioned upon the consummation of the transactions which would have any Material Adverse Effect on Company, or (C) take any action which either would have any Material Adverse Effect on Childs, Acquiror Parent or Acquiror, following the transactions or materially impair the value to Childs, Acquiror Parent or Acquiror of the transactions. For purposes of this Section, the term "significant subsidiary" shall have the rightmeaning attributed to such term by Rule 1-02(v) of Regulation S-X of the rules and regulations of the Commission. (d) In addition to the covenants set forth in the preceding subsections of this Section, at its own expense, to participate therein, and the (i) Company will not settle use its best efforts on or prior to the Closing Date to obtain the satisfaction of the conditions specified in Section 5 hereof and (ii) Childs, Acquiror Parent and Acquiror will each use its best efforts on or prior to the Closing Date to obtain the satisfaction of the conditions specified in Section 5 hereof. Childs, Acquiror Parent and Acquiror agree to cooperate with and to assist Company with respect to securing all necessary Governmental Authorizations and Private Authorizations to the consummation of the Merger. (e) Company will promptly notify Childs of any such litigation and all Events which would require any change to be made in the Disclosure Schedule or which could cause or result in any breach or inaccuracy of Company's representations and warranties including without limitation those set forth in Section 2, or which could impair the consent likelihood that all of Parent, the conditions to be satisfied by Company which consent are specified in Section 5 will not be unreasonably withheldsatisfied on or prior to the Closing Date.

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedof this Agreement and applicable Law, each of the parties hereto Party shall use all its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents and consents, approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is authorizations of Governmental Authorities required (i) in order to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger transactions contemplated by this Agreement (and, in such case, to proceed with the Merger consummation of the transactions contemplated by this Agreement as expeditiously as possible)) and (ii) in order to implement the matters set forth in Schedule 6.02, subject, however, to the requisite votes of the stockholders of the Company and boards of directors of the Company and Parentincluding through all possible appeals. (b) Without In addition to and without limitation of the foregoing, each of Parent Buyer and the Company Seller undertakes and agrees to (i) file (and each Party agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control such Party to file, if such filing is required by Law) as soon as practicable practicable, and in any event prior to 15 Business Days after the date hereof Execution Date, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice Justice, (ii) file as soon as practicable any form or report required by FERC, (iii) file as soon as practicable any form or report required by any other Governmental Authority relating to antitrust, competition, trade or energy regulation matters, and (iv) take any act and make any undertaking to receive any clearance or approval required by any Governmental Authority or applicable Law, in each case, with respect to the "Antitrust Division")transactions contemplated by this Agreement. Each of Parent Buyer and the Company Seller shall (iand shall cause any such parent entity to) (A) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful any inquiries or requests of the FTC or the Antitrust Division received from any Governmental Authority for additional information and documents or documentation, and (iiB) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties heretoParty (which shall not be unreasonably withheld, delayed or conditioned). Each Party shall consult and cooperate in the regulatory review process and, to the extent practical, (I) promptly notify the other Party of any written communication to that Party or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the other Party or their counsel to review in advance any proposed written communication to any of the foregoing; (II) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate thereat; and (III) subject to applicable Law, furnish the other Party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective Representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the transactions contemplated hereby. (c) In addition to and without limiting the event foregoing, Seller and Buyer shall use reasonable best efforts and move expeditiously to avoid or eliminate each and every impediment under any litigation is commenced antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC’s regulations thereunder, any applicable New York Laws, and the NYPSC regulations thereunder; the HSR Act; and, if applicable, the Public Utility Holding Company Act of 1935, as amended, and the regulations promulgated thereunder) that may be asserted by any person or entity relating Governmental Authority with respect to the transactions contemplated by hereby so as to enable the Closing to occur as soon as reasonably possible, but in any event to insure that the Closing occurs no later than the Termination Date. (d) Nothing in this AgreementAgreement shall require Seller or any of its Affiliates to dispose of any of its assets or to limit its freedom of action with respect to any of its assets or businesses, including whether prior to or after the Closing Date, or to commit or agree to any Acquisition Transactionof the foregoing, Parent shall have in order to obtain any waivers, consents, approvals or authorizations or to remove any impediments to the rightClosing relating to the HSR Act or any other Law, at its own expenseregulation or order or to avoid the entry of, or to participate thereineffect the dissolution of, and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheldinjunction or other order in any suit or proceeding relating thereto.

Agreement to Cooperate. (a) Subject Prior to the terms and conditions herein providedClosing or the termination of this Agreement, each of the parties Parties hereto shall use all reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations Law to consummate the Securities Purchase and make effective the transactions contemplated by this AgreementMerger, including using its reasonable best efforts (i) to obtain all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to any of the Securities Purchase and the Merger (and, in such case, to proceed with the Securities Purchase and the Merger as expeditiously as possible), subject, however, ) and (ii) to obtain the requisite votes satisfaction of the stockholders of conditions specified in Article 7 at the Company and boards of directors of the Company and Parentearliest practicable date. (b) Without limitation Each of the foregoingParties hereto shall, each of Parent in connection with its obligation to use reasonable best efforts to obtain all requisite approvals and authorizations to consummate the Company undertakes and agrees Transactions, use its reasonable best efforts to file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company shall (i) use its reasonable efforts to comply as expeditiously as possible with all lawful requests of the FTC promptly make any necessary filings or the Antitrust Division for additional information and documents and (ii) not extend any waiting period submissions under the HSR Act or enter into with any agreement other applicable Authority under applicable Law, including any antitrust or regulatory filings or submissions required under the Laws of Mexico, (ii) cooperate in all respects with each other in connection with any filing or submission to any Authority and in connection with any investigation or other inquiry by or before any Authority, including any proceeding initiated by a private party, (iii) take all such further action as may be necessary to resolve such objections, if any, of any applicable Authority so as to enable the FTC or Merger to occur as soon as reasonably possible (and in no event later than the Antitrust Division not to consummate Outside Date absent any applicable extension), including as part of such “reasonable best efforts” on behalf of the Buyer for purposes of this Section 6.2, agreeing as part of the consummation of the Merger and the other transactions contemplated by this Agreement, except to sell, or agree to sell, hold or agree to hold separate, or otherwise dispose or agree to dispose of any asset, or conduct or agree to conduct its business in any particular manner, or take any other similar or related action, unless such sale, separation, disposition, agreement, conduct or action with respect thereto would have a material adverse effect on the prior written consent Company and its Subsidiaries (taking into account any of such sale, separation, disposition, agreement, conduct or action impacting to the Buyer and its Subsidiaries (other than the Company and its Subsidiaries)), taken as a whole, (iv) subject to any limitations under applicable Law, promptly inform the other Party of any communication received by such party from or given by such Party to, the Antitrust Division of the DOJ, the FTC or any other parties heretoAuthority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (v) subject to any limitations under applicable Law, permit the other Party, or the other Party’s legal counsel, to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the DOJ, the FTC or any such other Authority or, in connection with any proceeding by a private party, with any other Person and (vi) if practicable, give the other Party the opportunity to attend and participate in such meetings and conferences. (c) In If any objections are asserted with respect to the event Transactions under any litigation Law or if any suit is commenced instituted by any person Authority or entity relating any private party challenging any of the Transactions as violative of any Law or which would otherwise prevent, materially impede or materially delay the consummation of the Merger, Buyer shall use its reasonable best efforts to the transactions contemplated by this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expense, to participate therein, and the Company will not settle resolve any such litigation without objections or challenge as such Authority or private party may have to such Transactions so as to permit consummation of the consent of Parent, which consent will not be unreasonably withheldTransactions.

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedprovided and subject to the fiduciary duties of the respective boards of directors of the Company and Parent, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of Parent and the Company and their respective subsidiaries, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) and SEC "no-action" letters to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, to the requisite votes of the stockholders of the Company and boards of directors of the Company and Parent. (b) Without limitation of the foregoing, each of Parent and the Company undertakes and agrees to file as soon as practicable after the date hereof hereof, a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") FTC and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company shall (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful requests of any inquiries received from the FTC or the Antitrust Division for additional information or documentation and documents to all inquiries and requests received from any State Attorney General or other governmental authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. Parent shall take all reasonable steps necessary to avoid or eliminate impediments under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any State Attorney General or any other governmental entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible. Parent shall not be under any obligation to propose, negotiate, commit to and effect, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or, effective as of the Closing Date, the Surviving Corporation whether or not such sale or divestiture is requested by the FTC, the Antitrust Division, or any State Attorney General in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. Parent or the Company, as applicable, shall take promptly, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the transactions contemplated hereby, any and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the Termination Date. 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 the HSR Act or any other federal, state or foreign antitrust or fair trade law. The parties hereto will provide to the other copies of all correspondence between it (or its advisors) and the FTC, the Antitrust Division or any State Attorney General relating to this Agreement or any of the matters described in this Section 6.6(b). The parties hereto agree that all material telephonic calls and meetings with the FTC, the Antitrust Division or any State Attorney General regarding the transactions contemplated hereby or any of the matters described in this Section 6.6(b) shall include representatives of each of Parent and the Company. Parent shall coordinate and be the principal spokesperson in connection with any proceedings or negotiations with any governmental entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. (c) In the event any litigation is commenced by any person or entity relating to the transactions contemplated by this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expense, to participate therein, and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheld.

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedprovided and subject to the fiduciary duties of the respective Boards of Directors of each Company, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this AgreementTransactions, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of each Company and their respective Subsidiaries, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) and SEC "no-action" letters to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, to the requisite votes of the stockholders of the Company and boards of directors of the Company and Parent. (b) Without limitation of the foregoing, each of Parent and the Company Cereus undertakes and agrees to file as soon as practicable after the date hereof practicable, and in any event prior to August 15, 2000, a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") FTC and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company Cereus shall (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful requests of any inquiries received from the FTC or the Antitrust Division for additional information or documentation and documents to all inquiries and requests received from any State Attorney General or other governmental authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this AgreementTransactions, except with the prior written consent of the other parties hereto. Each party shall promptly notify the other party of any communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other governmental entity and permit the other party to review in advance any proposed communication to any of the foregoing. (c) In the event any litigation is commenced by any person or entity relating to the transactions contemplated by this AgreementTransactions, including any Acquisition Transaction, Parent either party shall have the right, at its own expense, to participate therein, and the each Company will not settle any such litigation without the consent of Parentthe other, which consent will not be unreasonably withheld. (d) 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 and/or directors of Parent, Cereus and the Surviving Corporation shall take all such necessary action. (e) Following the Effective Time, Parent shall conduct its business, and shall cause the Surviving Corporation to conduct its business, in a manner which would not jeopardize the characterization of the Merger as a reorganization described in Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code. In this regard, Parent shall cause the Surviving Corporation to continue its historic business or use a significant portion of its historic business assets in a business within the meaning of Section 368 of the Code. Moreover, Parent does not have any present plan or intent to (a) sell or otherwise dispose of the stock of the Surviving Corporation except for transfers of stock to corporations controlled (within the meaning of Section 368(c) of the Code) by Parent, (b) reacquire any of its stock issued in connection with the Merger, (c) cause the Surviving Corporation to issue shares of stock of the Surviving Corporation that would result in Parent losing "control" (within the meaning of Section 368(c) of the Code) of the Surviving Corporation, or (d) take or refrain from taking, or permit the Surviving Corporation to take or refrain from taking, any other action that might otherwise cause the Merger not to be treated as a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code. Parent and Cereus Acquiring Sub will provide Cereus with certain factual representations of Parent and Cereus Acquiring Sub reasonably requested by Cereus as necessary to confirm that Parent and Cereus Acquiring Sub will not take any action on or after the Effective Time that would jeopardize the tax free nature of the Merger.

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedprovided and subject to the fiduciary duties of the respective Boards of Directors of each Company, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this AgreementTransactions, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of each Company and their respective Subsidiaries, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) and SEC "no-action" letters to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, to the requisite votes of the stockholders of the Company and boards of directors of the Company and Parent. (b) Without limitation of the foregoing, each of Parent and the Company undertakes and agrees to file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company shall (i) use its reasonable efforts to comply as expeditiously as possible with all lawful requests of the FTC or the Antitrust Division for additional information and documents and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. (c) In the event any litigation is commenced by any person or entity relating to the transactions contemplated by this AgreementTransactions, including any Acquisition Transaction, Parent either party shall have the right, at its own expense, to participate therein, and the each Company will not settle any such litigation without the consent of Parentthe other, which consent will not be unreasonably withheld. (c) 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 and directors of Parent, Telemate and the Surviving Corporation shall take all such necessary action. (d) Following the Effective Time, Parent shall conduct its business, and shall cause the Surviving Corporation to conduct its business, in a manner which would not jeopardize the characterization of the Merger as a reorganization described in Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code. In this regard, Parent shall cause the Surviving Corporation to continue its historic business or use a significant portion of its historic business assets in a business within the meaning of Section 368 of the Code. Moreover, Parent does not have any present plan or intent to (a) sell or otherwise dispose of the stock of the Surviving Corporation except for transfers of stock to corporations controlled (within the meaning of Section 368(c) of the Code) by Parent, (b) reacquire any of its stock issued in connection with the Merger, (c) cause the Surviving Corporation to issue shares of stock of the Surviving Corporation that would result in Parent losing "control" (within the meaning of Section 368(c) of the Code) of the Surviving Corporation, or (d) take or refrain from taking, or permit the Surviving Corporation to take or refrain from taking, any other action that might otherwise cause the Merger not to be treated as a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code. Parent and Titan Acquiring Sub will provide Telemate with certain factual representations of Parent and Titan Acquiring Sub reasonably requested by Telemate as necessary to confirm that Parent and Titan Acquiring Sub will not take any action on or after the Effective Time that would jeopardize the tax free nature of the Merger.

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedprovided and subject to the fiduciary duties of the respective boards of directors of the Corporations and WCI, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of WCI and the Corporations, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) and SEC "no-action" letters to effect all necessary registrations, filings and submissions and (iii) to lift any injunction injunctive or other legal bar to the Merger Mergers (and, in such case, to proceed with the Merger Mergers as expeditiously as possible). At or immediately after the Closing, subjectWCI, howeverthe Mergers Subs., the Corporations and the Shareholders shall cause the Filed Plans to be filed with the requisite votes Secretary of State of the stockholders State of the Company and boards of directors of the Company and ParentWashington. (b) Without limitation of the foregoing, if required by applicable law, each of Parent WCI and the Company Corporations undertakes and agrees to file as soon as practicable practicable, and in any event prior to 15 days after the date hereof Signing Date, a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent WCI and the Company Corporations shall (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful requests of any inquiries received from the FTC or the Antitrust Division for additional information or documentation and documents to all inquiries and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto.45 (c) In the event any litigation is commenced by any person or entity relating to the transactions contemplated by this Agreement, including any Acquisition Transaction, Parent WCI shall have the right, at its own expense, to participate therein, and the Company Corporations will not settle any such litigation without the consent of ParentWCI, which consent will not be unreasonably withheld.

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedof this Agreement and subsection (b) of this Section 6.07, each of Purchaser, the parties hereto Sellers and the Company shall, Purchaser shall cause its Subsidiaries to, and Sellers and the Company shall cause the Company’s Subsidiaries to, use all their commercially reasonable efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations for it to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of Purchaser and the Company and their respective Subsidiaries, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to consummation of the Merger transactions contemplated hereby (and, in such case, to proceed with the Merger Closing as expeditiously as possiblepracticable), subjectincluding through all possible appeals; provided that notwithstanding anything to the contrary contained in this Agreement, howeverthe Sellers shall not be required to pay any consideration to a third party for such third party’s consent or waiver in an amount greater than $100,000 in the aggregate for all such consents (it being understood that such amount is not intended to indicate a level of commercially reasonable efforts generally) (other than 50% of the filing fees for required consents pursuant to the HSR Act to be included in Company Transaction Expenses). Purchaser and the Sellers agree that, from and after the date hereof and prior to the Closing, and except as may be agreed in writing by the Sellers or Purchaser, as applicable, or as may be contemplated by this Agreement, Purchaser and the Sellers shall use commercially reasonable efforts not to, and shall use commercially reasonable efforts not to permit any of their respective Subsidiaries or Affiliates to, agree, in writing or otherwise, to take any action to intentionally delay the requisite votes consummation of any of the stockholders transactions contemplated by this Agreement or intentionally cause the failure of any condition to the Closing to be satisfied, including any acquisition of, or agreement to acquire, any (x) electric generation or transmission facilities, (y) electric power sale, purchase or tolling agreement, or (z) natural gas storage or transportation facilities located in the markets in which the electric generation facilities owned or operated by Purchaser or any of its Subsidiaries or the Company and boards or any of directors of the Company and Parentits Subsidiaries are located. (b) Without In addition to and without limitation of the foregoing, each of Parent Purchaser and the Company undertakes Sellers undertake and agrees agree to use their commercially reasonable efforts to (i) file as soon as practicable prior to ten business days after the date hereof hereof, and in any event prior to fifteen business days after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (and shall file as soon as reasonably practicable, and in any event prior to thirty days after the "Antitrust Division"date hereof, any form or report required by any other Governmental Authority relating to antitrust, competition, trade or energy regulation matters), and (ii) take, or cause to be taken, all such actions necessary to identify, determine, obtain, and receive any clearance or approval required Table of Contents by any Governmental Authority or applicable Law with respect to the consummation of the transactions contemplated hereby, including expiration or termination of the applicable waiting periods under the HSR Act. Each of Parent Purchaser and the Company Sellers shall (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful any inquiries or requests of the FTC or the Antitrust Division received from any Governmental Authority for additional information and documents or documentation and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties heretohereto (which shall not be unreasonably withheld or delayed). Purchaser and the Sellers shall use their reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition, or trade or energy regulation law (including the FPA and, if applicable, PUHCA) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing to occur as promptly as reasonably possible and to avoid any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. In connection therewith, if any suit or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated hereby as in violation of any trade, competition or antitrust Law or any energy regulation Law, each of Purchaser and the Sellers shall cooperate and use their reasonable best efforts to contest and resist any such suit or proceeding, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action, unless, by mutual agreement, Purchaser and the Sellers decide that litigation is not in their respective best interests. Notwithstanding anything to the contrary contained in this Agreement, none of Purchaser, an Affiliate of Purchaser, the Company or an Affiliate of the Company shall be required to divest, license or hold separate or otherwise take or commit to take any action that limits Purchaser’s or its Affiliates’ or the Company’s or its Affiliates’ freedom of action with respect to, or their ability to retain, Purchaser or its Affiliates or the Company or its Affiliates or any portions thereof or any of the businesses, product lines, properties or assets of Purchaser or its Affiliates or the Company or its Affiliates or agree to do any of the foregoing, in each case with respect to consents, approvals, clearances, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions, filings, applications or submissions referred to in this Section 6.07(b). Each party hereto shall (i) promptly notify the other party of any written communication to that party or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any of the foregoing; (ii) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party or its counsel the opportunity to attend and participate thereat; and (iii) furnish the other party or its counsel with copies of all correspondence, filings, and communications between them and their Affiliates and their respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the transactions contemplated hereby; provided, however, that the Company shall be under no obligation of any kind to provide any other party documents, Table of Contents material or other information relating to the valuation of the Company or to alternatives to the transactions contemplated hereby. (c) In The Company shall use its commercially reasonable efforts to seek a determination from the event any litigation New Jersey Department of Environmental Protection (“NJDEP”) that the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6, et seq. (“ISRA”) is commenced by any person or entity relating not applicable to the transactions transaction contemplated by this Agreement. The Company shall allow Purchaser and its representatives to review and comment on any filings made in connection with this request. If the NJDEP determines that ISRA is applicable to this transaction, including Company shall use its commercially reasonable efforts to obtain any Acquisition Transaction, Parent shall have approval necessary in order to comply with the right, at its own expense, to participate therein, and requirements of ISRA in connection with the Company will not settle any such litigation without consummation of the consent of Parent, which consent will not be unreasonably withheldtransactions contemplated hereby.

Agreement to Cooperate. (a) Each of the parties hereto shall cooperate and use its best business efforts to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the transactions contemplated by this Agreement by all such applicable Authorities, each of which must be obtained in order to satisfy the conditions set forth in and Section 5 hereof. (b) Subject to the terms and conditions herein provided, each of the parties hereto shall use all reasonable efforts to or take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations Applicable Laws to consummate and make effective the transactions transac- tions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents and approvals from lendersand Commission "no-action" letters, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions (including without limitation filings under the HSR Act and (iiiany other submissions requested by the Federal Trade Commissions or Department of Justice) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, . The parties recognize that the consummation of the transactions contemplated hereby is subject to the requisite votes preacquisition notification requirements of the stockholders HSR Act. Each of the Company and boards of directors of the Company and Parent. (b) Without limitation of the foregoing, each of Parent and the Company undertakes and parties agrees to that it will file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (and the "Antitrust Division")Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each of Parent the parties covenants and the Company shall (i) agrees to use its reasonable business efforts to comply as expeditiously as possible with all lawful requests achieve the prompt termination or expiration of the FTC or the Antitrust Division for additional information and documents and (ii) not extend any waiting period or any extension thereof under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties heretoAct. (c) In addition to the event covenants set forth in the preceding subsections of this Section, Childs, Acquiror Parent and Acquiror and Company each agree to take such actions as may be necessary to obtain any litigation is commenced by any person or entity relating to Governmental Authorizations legally required for the consummations of the transactions contemplated by this Agreementhereby, including the making of any Acquisition TransactionGovernmental Filings, publica- tions and requests for extensions and waivers. Nothing in this Section shall be construed to require (i) Childs Acquiror Parent and Acquiror to (A) sell or otherwise dispose of any Subsidiary or assets which either alone or in the aggregate with all such other sales or dispositions would constitute the sale or disposition of a "significant subsidiary" of Childs Acquiror Parent or Acquiror, (B) take any action the effectiveness of which cannot be conditioned upon the consummation of the transactions which would have any Material Adverse Effect on Childs Acquiror Parent or Acquiror, or (C) take any action which either would have any Material Adverse Effect on Childs or Acquiror, following the consummation of the transactions or materially impair the value to Childs Acquiror Parent or Acquiror of the transactions; or (ii) Company to (A) sell or otherwise dispose of any of its Subsidiaries or assets which either alone or in the aggregate with all such other sales or dispositions would constitute the sale or disposition of a "significant subsidiary" of Company, (B) take any action the effectiveness of which cannot be conditioned upon the consummation of the transactions which would have any Material Adverse Effect on Company, or (C) take any action which either would have any Material Adverse Effect on Childs, Acquiror Parent or Acquiror, following the transactions or materially impair the value to Childs, Acquiror Parent or Acquiror of the transactions. For purposes of this Section, the term "significant subsidiary" shall have the rightmeaning attributed to such term by Rule 1-02(v) of Regulation S-X of the rules and regulations of the Commission. (d) In addition to the covenants set forth in the preceding subsections of this Section, at its own expense, to participate therein, and the (i) Company will not settle use its best efforts on or prior to the Closing Date to obtain the satisfaction of the conditions specified in Section 5 hereof and (ii) Childs, Acquiror Parent and Acquiror will each use its best efforts on or prior to the Closing Date to obtain the satisfaction of the conditions specified in Section 5 hereof. Childs, Acquiror Parent and Acquiror agree to cooperate with and to assist Company with respect to securing all necessary Governmental Authorizations and Private Authorizations to the consummation of the Merger. (e) Company will promptly notify Childs of any such litigation and all Events which would require any change to be made in the Disclosure Schedule or which could cause or result in any breach or inaccuracy of Company's representations and warranties including without limitation those set forth in Section 2, or which could impair the consent likelihood that all of Parent, the conditions to be satisfied by Company which consent are specified in Section 5 will not be unreasonably withheldsatisfied on or prior to the Closing Date.

Agreement to Cooperate. (a) Subject to the terms and conditions herein provided, each Each of the parties hereto shall Parties will use all commercially reasonable efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations Applicable Law to consummate the Merger and make effective the transactions contemplated by this AgreementTransactions, including using its commercially reasonable efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; (ii) to obtain all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Mergerapprovals, (iiiii) to effect all necessary registrationsregistration, filings and submissions (including without limitation the Financing Document, other filings under the Securities Act or the HSR Act and any other submissions requested by the SEC or the Federal Trade Commission or Department of Justice) and (iiiiv) to lift any injunction or other legal bar to the Merger and the Transactions (and, in such case, to proceed with the Merger and the Transactions as expeditiously as possible), subject, however, to the requisite votes of the stockholders Stockholders. Each of the Company and boards of directors Parties recognizes that the consummation of the Company Merger and Parent. (b) Without limitation the Transactions may be subject to the pre-merger notification requirements of the foregoingHSR Act. Each agrees that, each of Parent and to the Company undertakes and agrees extent required by Applicable Law to consummate the Merger, it will file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (and the "Antitrust Division")Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each of Parent covenants and the Company shall (i) agrees to use its commercially reasonable efforts to comply as expeditiously as possible with all lawful requests achieve the prompt termination or expiration of the FTC or the Antitrust Division for additional information and documents and (ii) not extend any waiting period or any extensions thereof under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent Act. (b) Each of the other parties heretoParties agrees to take such actions as may be necessary to obtain any Governmental Authorizations legally required for the consummation of the Merger and the Transactions, including the making of any Governmental Filings, publications and requests for extensions and waivers. (c) In the event any litigation is commenced by any person The Company will use commercially reasonable efforts on or entity relating prior to the transactions contemplated Financing Closing Date (i) to obtain the satisfaction of the conditions specified in Sections 7.1 and 7.2; (ii) if requested by this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expenseVIALOG, to participate therein, and seek the consents (to the extent required) to the continued existence in accordance with its then stated terms of all long-term debt of each of the Company and each of its Subsidiaries; and (iii) to attempt to cause those key employees of the Company and its Subsidiaries designated by VIALOG that are not Stockholders to execute and deliver non-competition agreements substantially conforming in form and substance to the non-competition agreements currently maintained by VIALOG with its key employees in the form attached as Exhibit 6.2(c). Each of VIALOG -------------- and VIALOG Merger Subsidiary will not settle any such litigation without use its best efforts on or prior to the consent Financing Closing Date to obtain the satisfaction of Parent, which consent will not be unreasonably withheldthe conditions applicable to it specified in Sections 7.1 and 7.

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedof this Agreement, each of the parties hereto shall use all commercially reasonable efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws Laws and regulations (including, to the extent applicable, the HSR Act and the Gaming Laws) to consummate and make effective the transactions contemplated by this Agreement, including each Party using its commercially reasonable efforts (i) to obtain all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible). In addition, subject, however, subject to the requisite votes terms and conditions herein provided and subject to the fiduciary duties of the stockholders of the Company and respective boards of directors of the Parent (and its Affiliates)and MRG and subject to any fiduciary duties MRG or the Company (or their directors of officers) may have to DE and Parentits members, none of the parties hereto shall knowingly take or cause to be taken any action which would reasonably be expected to materially delay or prevent consummation of the Merger. (b) Without limitation Each of the foregoing, each of MRG and Parent and the Company undertakes and agrees to file as soon as practicable after the date hereof or its “ultimate parent entity” has filed a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the "“FTC"”) and the Antitrust Division of the United States Department of Justice (the "“Antitrust Division")”) and in connection therewith, each party requested early termination of the waiting period under the HSR Act. Each of Parent MRG and the Company Parent shall, as promptly as practicable, prepare all applications and other documentation and supplemental materials necessary in order to obtain any necessary consents and approvals under the Gaming Laws. The Parent shall promptly file with the Michigan Gaming Control Board a Transfer of Interest Application and such other documents or other information as may be required to be filed prior to the Effective Time. Each of MRG and the Parent shall (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful requests of any inquiries received from the FTC or the Antitrust Division or any authority enforcing applicable Gaming Laws for additional information or documentation and documents to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters or Gaming Laws, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties Parties hereto. . The Parent shall offer to take (cand if such offer is accepted, commit to take) In all commercially reasonable steps which it is capable of taking to avoid or eliminate impediments under the event HSR Act or the Gaming Laws or under any other antitrust, competition, or trade regulation Law or Gaming Laws that may be asserted by the FTC, the Antitrust Division, any Gaming Authority or the City, with respect to the Merger so as to enable the Effective Time to occur as promptly as practicable and shall defend through litigation is commenced on the merits any claim asserted in any court by any person party, including appeals. Each Party shall (i) promptly notify the other Party of any written communication to that party from the FTC, the Antitrust Division, any State Attorney General or entity relating any other Governmental Entity, including Gaming Authorities, and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the transactions contemplated extent permitted by this Agreementsuch Governmental Entity, including any Acquisition Transactiongives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, Parent shall have the right, at its own expense, to participate thereinfilings, and communications (and memoranda setting forth the Company will not settle substance thereof) between them and their affiliates and their respective representatives on the one hand, and any such litigation without government or regulatory authority or members or their respective staffs on the consent of Parentother hand, which consent will not be unreasonably withheldwith respect to this Agreement and the Merger.

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedprovided and subject to the fiduciary duties of the respective boards of directors of the Company and Parent, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of Parent and the Company and their respective subsidiaries, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) and SEC "no-action" letters to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, to the requisite votes of the stockholders of the Company and boards of directors of the Company and Parent. (b) Without limitation of the foregoing, each of Parent and the Company undertakes and agrees to file as soon as practicable practicable, and in any event prior to 15 days after the date hereof hereof, a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company shall (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful requests of any inquiries received from the FTC or the Antitrust Division for additional information or documentation and documents to all inquiries and requests received from any State Attorney General or other governmental authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. Parent shall take all reasonable steps necessary to avoid or eliminate impediments under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any State Attorney General or any other governmental entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible. Without limiting the foregoing, Parent shall propose, negotiate, commit to and effect, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or, effective as of the Effective Time, the Surviving Corporation as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing; provided, however, that Parent shall not be required to take any such actions if such action would be reasonably likely, in the aggregate, to have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and its subsidiaries taken as a whole, in the case of a sale divestiture, holding separate or other disposition of assets of the Company or its subsidiaries, or, in the case of a sale, divestiture, holding separate or other disposition of assets of the Parent or its subsidiaries, such action with respect to a comparable amount of assets of the Company would be reasonably likely, in the aggregate, to have such a material adverse effect. Parent or the Company, as applicable, shall take promptly, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the transactions contemplated hereby, any and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the deadline specified in Section 9.1(a)(ii) or Section 9.1(b)(ii). 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 the HSR Act or any other federal, state or foreign antitrust or fair trade law. The parties hereto will provide to the other copies of all correspondence between it (or its advisors) and the FTC, the Antitrust Division or any State Attorney General relating to this Agreement or any of the matters described in this Section 7.7(b). The parties hereto agree that all material telephonic calls and meetings with the FTC, the Antitrust Division or any State Attorney General regarding the transactions contemplated hereby or any of the matters described in this Section 7.7(b) shall include representatives of each of Parent and the Company. Parent shall coordinate and be the principal spokesperson in connection with any proceedings or negotiations with any governmental entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. (c) In the event any litigation is commenced by any person or entity relating to the transactions contemplated by this Agreement, including or any Acquisition Transaction, Parent shall have the right, at its own expense, to participate therein, and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheld.

Agreement to Cooperate. (a) Subject to the terms and conditions herein provided, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions submissions, and (iii) including, if appropriate, agreeing to lift amend any injunction or other legal bar specific provisions of this Agreement if the parties agree that such amendment would be beneficial to the Merger (and, in such case, to proceed with parties and not adversely affect the Merger as expeditiously as possible), subject, however, to the requisite votes of the stockholders of the Company and boards of directors of the Company and Parenteconomic terms hereof. (b) Without limitation of the foregoing, each of Parent and the Company undertakes and agrees to file as soon as practicable after the date hereof that if a Notification and Report Form is required to be filed under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act Act") with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each ) then each of Parent and the Company shall (i) file such Notification and Report Form with the FTC and the Antitrust Division, (ii) use its reasonable best efforts to comply as expeditiously as possible with all lawful requests of the FTC or the Antitrust Division for additional information and documents and (iiiii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. (c) In . The Company undertakes and agrees to file as soon as practicable after the event any litigation is commenced by any person or entity relating date hereof a Notification and Report Form under the HSR Act with the FTC and the Antitrust Division with respect to the transactions contemplated by this Agreement, including any Acquisition Transaction, Parent the Purchase and Sale Agreement and shall have cause the right, at its own expense, Asset Buyer to participate therein, covenant in the Purchase and Sale Agreement that such purchaser will file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act with the FTC and the Company will not settle any such litigation without Antitrust Division with respect to the consent of Parent, which consent will not be unreasonably withheldtransactions contemplated by the Purchase and Sale Agreement.

Agreement to Cooperate. (a) Subject to the terms and conditions herein provided, each Each of the parties hereto shall Parties will use all commercially reasonable efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations Applicable Law to consummate the Merger and make effective the transactions contemplated by this AgreementTransactions, including using its commercially reasonable efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; (ii) to obtain all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Mergerapprovals, (iiiii) to effect all necessary registrationsregistration, filings and submissions (including without limitation the Financing Document, and filings under the Securities Act or the HSR Act and any other submissions requested by the SEC or the Federal Trade Commission or Department of Justice) and (iiiiv) to lift any injunction or other legal bar to the Merger and the Transactions (and, in such case, to proceed with the Merger and the Transactions as expeditiously as possible), subject, however, to the requisite votes of the stockholders Stockholders. Each of the Company and boards of directors Parties recognizes that the consummation of the Company Merger and Parent. (b) Without limitation the Transactions may be subject to the pre-merger notification requirements of the foregoingHSR Act. Each agrees that, each of Parent and to the Company undertakes and agrees extent required by Applicable Law to consummate the Merger, it will file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (and the "Antitrust Division")Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each of Parent covenants and the Company shall (i) agrees to use its commercially reasonable efforts to comply as expeditiously as possible with all lawful requests achieve the prompt termination or expiration of the FTC or the Antitrust Division for additional information and documents and (ii) not extend any waiting period or any extensions thereof under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent Act. (b) Each of the other parties heretoParties agrees to take such actions as may be necessary to obtain any Governmental Authorizations legally required for the consummation of the Merger and the Transactions, including the making of any Governmental Filings, publications and requests for extensions and waivers. (c) In the event any litigation is commenced by any person The Company will use commercially reasonable efforts on or entity relating prior to the transactions contemplated Financing Closing Date (i) to obtain the satisfaction of the conditions specified in Sections 7.1 and 7.2; (ii) if requested by this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expenseVIALOG, to participate therein, and seek the consents (to the extent required) to the continued existence in accordance with its then-stated terms of all long-term debt of each of the Company and each of its Subsidiaries; and (iii) to attempt to cause those key employees of the Company and its Subsidiaries designated by VIALOG that are not Stockholders to execute and deliver non-competition agreements substantially conforming in form and substance to the non-competition agreements currently maintained by VIALOG with its key employees in the form attached as Exhibit 6.2(c). Each of VIALOG -------------- and VIALOG Merger Subsidiary will not settle any such litigation without use its best efforts on or prior to the consent Financing Closing Date to obtain the satisfaction of Parent, which consent will not be unreasonably withheldthe conditions applicable to it specified in Sections 7.1 and 7.

Agreement to Cooperate. The Issuer and Holdings hereby covenant and agree with the Initial Purchasers as follows: (a) Subject After the Closing Date and until such time as the Initial Purchasers have completed the distribution of the Notes to Eligible Purchasers or any affiliate of the Initial Purchasers that holds Notes no longer holds any Notes (the “Cooperation Period”), at any time and from time to time (but not more than three (3) times), upon a written request (a “Demand Notice”) from the Initial Purchasers to the terms Issuer to assist the Initial Purchasers in connection with an offer and conditions herein provided, each resale of the parties hereto Notes, the Issuer and Holdings shall use all their commercially reasonable efforts to takefurnish, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are within 15 Business Days following receipt of a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, howeverDemand Notice, to the requisite votes Initial Purchasers or any of their affiliates that hold any Notes, as may be set forth in the Demand Notice, printed or electronic copies of an offering memorandum (the “Demand Offering Memorandum”), substantially similar to the Final Offering Memorandum, with such necessary amendments or supplements thereto (which amendments and supplements may not be made solely through incorporation by reference without the consent of the stockholders Initial Purchasers, such consent not to be unreasonably withheld) and suitable for the contemplated offering, so that the Demand Offering Memorandum, including the documents incorporated by reference therein, would not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the Company and boards of directors of the Company and Parentcircumstances under which they were made, not misleading. (b) Without limitation In connection with any such Demand Notice, the Initial Purchasers shall specify a sale date (a “Sale Date”), which shall not be earlier than 15 Business Days following the Issuer’s receipt of the foregoingrelated Demand Notice, each of Parent and the Company undertakes Issuer and agrees to file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") Holdings and the Antitrust Division of Initial Purchasers shall mutually determine the Department of Justice related settlement date (the "Antitrust Division"a “Settlement Date”). Each of Parent and the Company shall (i) use its reasonable efforts to comply as expeditiously as possible with all lawful requests of the FTC or the Antitrust Division for additional information and documents and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. (c) In Upon request by the event any litigation is commenced by any person Initial Purchasers, the Issuer and Holdings shall use their commercially reasonable efforts, on or entity relating prior to the transactions contemplated by Sale Date or the Settlement Date, as applicable, to: (i) deliver or cause to be delivered to the Initial Purchasers opinions and negative assurance letters dated as of such Settlement Date and addressed to the Initial Purchasers, in customary form and substantially consistent with those provided pursuant to Sections 8(b) and 8(c) of this Agreement; (ii) deliver or cause to be delivered to the Initial Purchasers accountants’ “comfort” letters dated such Sale Date and “bring-down” comfort letters dated such Settlement Date and addressed to the Initial Purchasers with respect to the Demand Offering Memorandum and the documents incorporated by reference therein from BDO USA, LLP and PricewaterhouseCoopers LLP, in customary form and substantially consistent with those provided pursuant to Sections 8(e) and 8(f) of this Agreement; (iii) deliver or cause to be delivered to the Initial Purchasers a certificate of the Chief Executive Officer and Chief Financial Officer of the Issuer and Holdings, or other officers satisfactory to the Initial Purchasers, dated such Settlement Date and addressed to the Initial Purchasers, substantially consistent with that provided pursuant to Section 8(h) of this Agreement; (iv) use their commercially reasonable efforts to assist the Initial Purchasers in their marketing efforts for the resale of the Notes in connection with a Demand Notice by (A) providing to the Initial Purchasers and their counsel all information they reasonably request to update due diligence (including any Acquisition Transactionby way of conference calls) to each Sale Date and each Settlement Date, Parent shall have the right, at its own expense, (B) causing senior management of Holdings to be available to participate in a reasonable number of conference calls to be scheduled by the Initial Purchasers with prospective investors and in a customary “road show” for debt securities on no more than three occasions that shall not, in each case, exceed five Business Days (unless otherwise agreed by the Issuer and Holdings) and (C) cooperate with the Initial Purchasers in the preparation of an updated investor presentation; (v) furnish to the Initial Purchasers and to counsel for the Initial Purchasers, without charge, as many copies of each Final Offering Memorandum and any amendments and supplements thereto as they may reasonably request; (vi) inform the Initial Purchasers promptly if at any time the Issuer or Holdings becomes aware that the Demand Offering Memorandum contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and as promptly as reasonably practicable, prepare and furnish to the Company will Initial Purchasers an amendment or supplement to the Demand Offering Memorandum that corrects such misstatement or omission; (vii) not settle make any such litigation amendment or supplement to the Demand Offering Memorandum (other than as a result of the filing of reports required to be filed under the Exchange Act) or otherwise distribute any Free Writing Offering Document without the prior consent of Parentthe Initial Purchasers, which consent will shall not be unreasonably withheld, after reasonable notice thereof; and (viii) maintain a rating for the Notes from S&P and ▇▇▇▇▇’▇ (d) The Issuer and Holdings shall pay or cause to be paid all expenses, costs, fees and taxes incident to and in connection with the Issuer’s and Holdings’ performance of its obligations under this Section 6 on the same basis, mutatis mutandis, as set forth in Section 7 hereof. (e) The Issuer and Holdings may, for a period (a “Blackout Period”) of up to 60 days in any three-month period, not to exceed 90 days in any twelve-month period, suspend its obligations under this Section 6 if the Board of Directors of Holdings reasonably determines that a Demand Offering Memorandum is not or will not be usable under circumstances relating to corporate developments, public filings with the SEC and similar events (including the period prior to the filing of any Form 10-K or Form 10-Q in which the financial statements are considered “stale” for purposes of obtaining accountant “comfort” letters).

Agreement to Cooperate. (a) Subject to the terms and ------------------------- conditions herein providedof this Agreement, including Section 5.03, each of the parties hereto shall use all reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations including, but not limited to, the HSR Act and the Gaming Laws, to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable best efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of Parent and the Company and their respective subsidiaries, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such that case, to proceed with the Merger as expeditiously as possible). In addition, subject, however, subject to the requisite votes terms and conditions herein provided and subject to the fiduciary duties of the stockholders of the Company and respective boards of directors of the Company and Parent, none of the parties hereto shall knowingly take or cause to be taken any action which would reasonably be expected to delay materially or prevent consummation of the Merger. (b) Without limitation of the foregoing, each of Parent and the Company undertakes and agrees to file as soon as practicable after the date hereof a any Notification and Report Form required under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division")) and to make such filings and apply for such approvals and consents as are required under the Gaming Laws. Each of Parent and the Company shall (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful requests of any inquiries received from the FTC or the Antitrust Division or any authority enforcing applicable Gaming Laws for additional information or documentation and documents to all inquiries and requests received from any State Attorney General or other governmental authority in connection with antitrust matters or Gaming Laws, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties Parties hereto. . Each party shall (ci) In promptly notify the event other party of any litigation is commenced by written communication to that party from the FTC, the Antitrust Division, any person State Attorney General or any other governmental entity relating and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate in any substantive meeting or discussion with any governmental authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the transactions contemplated extent permitted by this Agreementsuch governmental authority, including any Acquisition Transactiongives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, Parent shall have the right, at its own expense, to participate thereinfilings, and communications (and memoranda setting forth the Company will not settle substance thereof) between them and their affiliates and their respective representatives on the one hand, and any such litigation without government or regulatory authority or members or their respective staffs on the consent of Parentother hand, which consent will not be unreasonably withheldwith respect to this Agreement and the Merger.

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedof this Agreement, including Section 5.03 and this Section 5.12, each of the parties hereto shall use all its reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws Law and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable best efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of SES and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) Company and their respective Subsidiaries and to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar submissions. In addition, subject to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, terms and conditions herein provided and subject to the requisite votes fiduciary duties of the stockholders of the Company and boards respective board of directors of the Company and ParentSES, including, without limitation, the provisions of Section 5.07(c) and Section 5.08(c), none of the parties hereto shall knowingly take or cause to be taken any action that would reasonably be expected to materially delay or prevent consummation of the Merger. (b) Without limitation of In the foregoingevent that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Merger or any other transaction contemplated by this Agreement, each of Parent or any other agreement contemplated hereby, the Company, SES, and the Company undertakes and agrees to file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act Merger Subsidiary shall cooperate in all respects with the Federal Trade Commission (the "FTC") other parties and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company shall (i) use its their commercially reasonable efforts to comply as expeditiously as possible with all lawful requests contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the FTC or the Antitrust Division for additional information and documents and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, except with if so precluded in the prior written consent exercise of their directors’ fiduciary duties, none of the other parties hereto. (c) In the event Company, SES, Merger Subsidiary, or any litigation is commenced by of their affiliates shall be required to defend, contest or resist any person action or entity relating proceeding, whether judicial or administrative, or to take any action to have vacated, lifted, reversed or overturned any order, in connection with the transactions contemplated by this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expense, to participate therein, and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheld.

Agreement to Cooperate. (a) Subject Prior to Closing, subject to the terms and conditions herein providedof this Agreement, each of the parties hereto Company, on the one hand, and each of Parent and Merger Sub, on the other hand, shall use all its reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws law and regulations to consummate and make effective as promptly as practicable the Merger and other transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject; provided, however, to except as otherwise provided in the requisite votes of the stockholders of Disclosure Schedule, and except as set forth specifically elsewhere in this Agreement, nothing herein shall require the Company and boards or any of directors of its Subsidiaries to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to Parent, Merger Sub or any third-party in connection with the foregoing. Neither the Company and nor any of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without Parent’s prior written consent. (b) Without In addition to and without limitation of the foregoing, each of Parent Parent, Merger Sub and the Company undertakes and agrees to (i) file (and Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent to file, if such filing is required by Law) as soon as practicable practicable, and in any event prior to ten business days after the date hereof a Notification hereof, any form or report required by any other Governmental Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade or other regulatory matters, and Report Form under the HSR Act with the Federal Trade Commission (the "FTC"ii) and the Antitrust Division of the Department of Justice (the "Antitrust Division")take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Law. Each of Parent and the Company shall (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful any inquiries or requests of the FTC or the Antitrust Division received from any Governmental Authority for additional information and documents or documentation, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. hereto (c) In which consent shall not be unreasonably withheld or delayed). Parent and the event Company shall take any litigation is commenced and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade law that may be asserted by any person Governmental Authority with respect to the Merger so as to enable the Effective Time to occur as soon as reasonably possible and to avoid any suit or entity proceeding, which would otherwise have the effect of preventing or delaying the Effective Time. Each party shall (i) promptly notify the other party of any written communication to that party or its Affiliates from any Governmental Authority and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate, or to permit its affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications between them and their affiliates and their respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Merger (except that the Company shall be under no obligation of any kind to provide any other party documents, material or other information relating to the transactions contemplated by valuation of the Company or to alternatives to the proposed Merger and this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expense, to participate therein, and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheld).

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedof this Agreement, including Section 6.3, each of the parties hereto shall use all reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable best efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of Buyer and the Company, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) and SEC "no-action" letters to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger Acquisition (and, in such case, to proceed with the Merger Acquisition as expeditiously as possible). In addition, subject, however, subject to the requisite votes terms and conditions herein provided and subject to the fiduciary duties of the stockholders of the Company and respective boards of directors of Seller and Buyer, neither of the Company parties hereto shall knowingly take or cause to be taken any action (including, but not limited to, in the case of Buyer, (x) the incurrence of material debt financing, other than the Financing in connection with the Acquisition and Parentrelated transactions and other than debt financing incurred in the ordinary course of business, and (y) the acquisition of businesses or assets) which would reasonably be expected to materially delay or prevent consummation of the Acquisition. Buyer shall use its reasonable best efforts to cause the satisfaction of any conditions to the receipt of funds arising from or related to the Financing Assurances. (b) Without limitation of the foregoing, each of Parent Buyer and the Company Seller undertakes and agrees to file as soon as practicable practicable, and in any event prior to 15 days after the date hereof hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"). Each of Parent Buyer and the Company Seller shall (i) use its reasonable efforts i)respond as promptly as practicable to comply as expeditiously as possible with all lawful requests of any inquiries received from the FTC or the Antitrust Division for additional information or documentation and documents to all inquiries and requests received from any State Attorney General or other governmental authority in connection with antitrust matters, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties party hereto. . Buyer shall use its reasonable best efforts to avoid or eliminate impediments under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any State Attorney General or any other governmental entity with respect to the Acquisition so as to enable the Closing Date to occur prior to September 15, 1999 (c) In the event "Outside Date"). Without limiting the foregoing, Buyer shall agree to negotiate the sale, divestiture or disposition of such assets or businesses of Buyer or, effective as of the Closing Date, the Canadian Medical Waste Assets, or any litigation is commenced by of Buyer's subsidiaries, or agree to negotiate limits on its freedom of action with respect to any person of the businesses, services or entity relating assets of Buyer, the Canadian Medical Waste Assets or any of Buyer's subsidiaries, as reasonably may be required to avoid delaying the Closing Date beyond the Outside Date. At the request of Buyer, Seller shall use its reasonable efforts to cause the Company to agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, the Canadian Medical Waste Assets, services, or assets of the Company, provided that any such action may be conditioned upon the consummation of the Acquisition and the transactions contemplated by this Agreementhereby. Each party shall (i) promptly notify the other party of any written communication to that party from the FTC, including the Antitrust Division, any Acquisition TransactionState Attorney General or any other governmental entity and, Parent shall have the right, at its own expense, subject to participate therein, and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheld.appli-

Agreement to Cooperate. (a) Subject to the terms and conditions herein provided, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of the Company and its subsidiaries, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) and SEC "no-action" letters to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, to the fiduciary duties of the Board of Directors of the Company and Parent and the requisite votes vote of the stockholders of the Company and boards of directors of the Company and ParentCompany. (b) Without limitation of the foregoing, each of Parent and the Company undertakes and agrees to file as soon as practicable practicable, and in any event prior to 15 days after the date hereof hereof, a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company shall (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful requests of any inquiries received from the FTC or the Antitrust Division for additional information or documentation and documents to all inquiries and requests received from any State Attorney General or other governmental authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. Parent shall take all reasonable steps necessary to avoid or eliminate impediments under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any State Attorney General or any other 26 governmental entity with respect to the merger so as to enable the Closing to occur as soon as reasonable possible. Without limiting the foregoing, Parent shall propose, negotiate, commit to and effect, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or, effective as of the Effective Time, the Surviving Corporation as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing; provided, however, that Parent shall not be required to sell, divest, dispose of, or hold separate assets or businesses with aggregate 1997 revenues in excess of $6,250,000 (which amount is estimated to be the revenues from the front loader business in the Greater Houston area and the North County Landfill). Each party shall promptly notify the other party of any communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other governmental entity and permit the other party to review in advance any proposed communication to any of the foregoing. (c) In the event any litigation is commenced by any person or entity relating to the transactions contemplated by this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expense, to participate therein, and the Company will not settle any such litigation without the consent of Parentparent, which consent will not be unreasonably withheld.

Agreement to Cooperate. (a) Subject to the terms and conditions herein provided, each Each of the parties hereto shall Parties will use all commercially reasonable efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations Applicable Law to consummate the Merger and make effective the transactions contemplated by this AgreementTransactions, including using its commercially reasonable efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; (ii) to obtain all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Mergerapprovals, (iiiii) to effect all necessary registrationsregistration, filings and submissions (including without limitation the Financing Document, other filings under the Securities Act or the HSR Act and any other submissions requested by the SEC or the Federal Trade Commission or Department of Justice) and (iiiiv) to lift any injunction or other legal bar to the Merger and the Transactions (and, in such case, to proceed with the Merger and the Transactions as expeditiously as possible), subject, however, to the requisite votes of the stockholders Stockholders. Each of the Company and boards of directors Parties recognizes that the consummation of the Company Merger and Parent. (b) Without limitation the Transactions may be subject to the pre-merger notification requirements of the foregoingHSR Act. Each agrees that, each of Parent and to the Company undertakes and agrees extent required by Applicable Law to consummate the Merger, it will file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (and the "Antitrust Division")Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each of Parent covenants and the Company shall (i) agrees to use its commercially reasonable efforts to comply as expeditiously as possible with all lawful requests achieve the prompt termination or expiration of the FTC or the Antitrust Division for additional information and documents and (ii) not extend any waiting period or any extensions thereof under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent Act. (b) Each of the other parties heretoParties agrees to take such actions as may be necessary to obtain any Governmental Authorizations legally required for the consummation of the Merger and the Transactions, including the making of any Governmental Filings, publications and requests for extensions and waivers. (c) In the event any litigation is commenced by any person The Company will use commercially reasonable efforts on or entity relating prior to the transactions contemplated Financing Closing Date (i) to obtain the satisfaction of the conditions specified in Sections 7.1 and 7.2; (ii) if requested by this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expenseVIALOG, to participate therein, and seek the consents (to the extent required) to the continued existence in accordance with its then stated terms of all long-term debt of each of the Company will and each of its Subsidiaries; and (iii) to attempt to cause those key employees of the Company and its Subsidiaries designated by VIALOG that are not settle any such litigation without Stockholders to execute and deliver non-competition agreements substantially conforming in form and substance to the consent of Parent, which consent will not be unreasonably withheld.non-competition agreements currently maintained by VIALOG with its key employees in the form attached as Exhibit ------- 6.2

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedprovided and subject to the fiduciary duties of the respective Boards of Directors of each Company, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this AgreementTransactions, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of each Company and their respective Subsidiaries, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) and SEC "no-action" letters to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, to the requisite votes of the stockholders of the Company and boards of directors of the Company and Parent. (b) Without limitation of the foregoing, each of Parent and the Company Cereus undertakes and agrees to file as soon as practicable practicable, and in any event prior to 30 days after the date hereof hereof, a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") FTC and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company Cereus shall (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful requests of any inquiries received from the FTC or the Antitrust Division for additional information or documentation and documents to all inquiries and requests received from any State Attorney General or other governmental authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this AgreementTransactions, except with the prior written consent of the other parties hereto. Each party shall promptly notify the other party of any communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other governmental entity and permit the other party to review in advance any proposed communication to any of the foregoing. (c) In the event any litigation is commenced by any person or entity relating to the transactions contemplated by this AgreementTransactions, including any Acquisition Transaction, Parent either party shall have the right, at its own expense, to participate therein, and the each Company will not settle any such litigation without the consent of Parentthe other, which consent will not be unreasonably withheld. (d) 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 and/or directors of Parent, Cereus and the Surviving Corporation shall take all such necessary action. (e) Following the Effective Time, Parent shall conduct its business, and shall cause the Surviving Corporation to conduct its business, in a manner which would not jeopardize the characterization of the Merger as a reorganization described in Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code. In this regard, Parent shall cause the Surviving Corporation to continue its historic business or use a significant portion of its historic business assets in a business within the meaning of Section 368 of the Code. Moreover, Parent does not have any present plan or intent to (a) sell or otherwise dispose of the stock of the Surviving Corporation except for transfers of stock to corporations controlled (within the meaning of Section 368(c) of the Code) by Parent, (b) reacquire any of its stock issued in connection with the Merger, (c) cause the Surviving Corporation to issue shares of stock of the Surviving Corporation that would result in Parent losing "control" (within the meaning of Section 368(c) of the Code) of the Surviving Corporation, or (d) take or refrain from taking, or permit the Surviving Corporation to take or refrain from taking, any other action that might otherwise cause the Merger not to be treated as a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code. Parent and Cereus Acquiring Sub will provide Cereus with certain factual representations of Parent and Cereus Acquiring Sub reasonably requested by Cereus as necessary to confirm that Parent and Cereus Acquiring Sub will not take any action on or after the Effective Time that would jeopardize the tax free nature of the Merger.

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedof this Agreement and applicable Law, each of the parties hereto Party shall use all its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents and consents, approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is authorizations of Governmental Authorities required (i) in order to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger transactions contemplated by this Agreement (and, in such case, to proceed with the Merger consummation of the transactions contemplated by this Agreement as expeditiously as possible)) and (ii) in order to implement the matters set forth in Schedule 6.02, subject, however, to the requisite votes of the stockholders of the Company and boards of directors of the Company and Parentincluding through all possible appeals. (b) Without In addition to and without limitation of the foregoing, each of Parent Buyer and the Company Seller undertakes and agrees to (i) file (and each Party agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control such Party to file, if such filing is required by Law) as soon as practicable practicable, and in any event prior to 15 Business Days after the date hereof Execution Date, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice Justice, (ii) file as soon as practicable any form or report required by FERC, (iii) file as soon as practicable any form or report required by any other Governmental Authority relating to antitrust, competition, trade or energy regulation matters, and (iv) take any act and make any undertaking to receive any clearance or approval required by any Governmental Authority or applicable Law, in each case, with respect to the "Antitrust Division")transactions contemplated by this Agreement. Each of Parent Buyer and the Company Seller shall (iand shall cause any such parent entity to) (A) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful any inquiries or requests of the FTC or the Antitrust Division received from any Governmental Authority for additional information and documents or documentation, and (iiB) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties heretoParty (which shall not be unreasonably withheld, delayed or conditioned). Each Party shall consult and cooperate in the regulatory review process and, to the extent practical, (I) promptly notify the other Party of any written communication to that Party or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the other Party or their counsel to review in advance any proposed written communication to any of the foregoing; (II) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate thereat; and (III) subject to applicable Law, furnish the other Party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective Representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the transactions contemplated hereby. (c) In addition to and without limiting the event foregoing, Seller and Buyer shall use reasonable best efforts and move expeditiously to avoid or eliminate each and every impediment under any litigation is commenced antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC's regulations thereunder, any applicable New York Laws, and the NYPSC regulations thereunder; the HSR Act; and, if applicable, the Public Utility Holding Company Act of 1935, as amended, and the regulations promulgated thereunder) that may be asserted by any person or entity relating Governmental Authority with respect to the transactions contemplated by hereby so as to enable the Closing to occur as soon as reasonably possible, but in any event to insure that the Closing occurs no later than the Termination Date. (d) Nothing in this AgreementAgreement shall require Seller or any of its Affiliates to dispose of any of its assets or to limit its freedom of action with respect to any of its assets or businesses, including whether prior to or after the Closing Date, or to commit or agree to any Acquisition Transactionof the foregoing, Parent shall have in order to obtain any waivers, consents, approvals or authorizations or to remove any impediments to the rightClosing relating to the HSR Act or any other Law, at its own expenseregulation or order or to avoid the entry of, or to participate thereineffect the dissolution of, and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheldinjunction or other order in any suit or proceeding relating thereto.

Agreement to Cooperate. (a) Subject to the terms and conditions herein provided, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) and SEC "no-action" letters to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, to the requisite votes of the stockholders of the Company and the boards of directors of the Company and Parent. (b) Without limitation of the foregoing, each of Parent and the Company undertakes and agrees to file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company shall (i) use its reasonable efforts to comply as expeditiously as possible with all lawful requests of the FTC or the Antitrust Division for additional information and documents and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. (c) In the event any litigation is commenced by any person or entity relating to the transactions contemplated by this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expense, to participate therein, and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheld.

Agreement to Cooperate. (a) Subject to the terms and ---------------------- conditions herein providedprovided and subject to the fiduciary duties of the respective boards of directors of the Company and Parent, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of Parent and the Company and their respective subsidiaries, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) and SEC "no-action" letters to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, to the requisite votes of the stockholders of the Company and boards of directors of the Company and Parent. (b) Without limitation of the foregoing, each of Parent and the Company undertakes and agrees to file as soon as practicable practicable, and in any event prior to 15 days after the date hereof hereof, a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division --- of the Department of Justice (the "Antitrust Division"). Each of Parent and the ------------------ Company shall (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful requests of any inquiries received from the FTC or the Antitrust Division for additional information or documentation and documents to all inquiries and requests received from any State Attorney General or other governmental authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. Parent shall take all reasonable steps necessary to avoid or eliminate impediments under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any State Attorney General or any other governmental entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible. Without limiting the foregoing, Parent shall propose, negotiate, commit to and effect, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or, effective as of the Effective Time, the Surviving Corporation as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing; provided, however, that Parent shall not be required to take any such -------- ------- actions if such action would be reasonably likely, in the aggregate, to have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and its subsidiaries taken as a whole, in the case of a sale divestiture, holding separate or other disposition of assets of the Company or its subsidiaries, or, in the case of a sale, divestiture, holding separate or other disposition of assets of the Parent or its subsidiaries, such action with respect to a comparable amount of assets of the Company would be reasonably likely, in the aggregate, to have such a material adverse effect. Parent or the Company, as applicable, shall take promptly, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the transactions contemplated hereby, any and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the deadline specified in Section 9.1(a)(ii) or Section 9.1(b)(ii). 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 the HSR Act or any other federal, state or foreign antitrust or fair trade law. The parties hereto will provide to the other copies of all correspondence between it (or its advisors) and the FTC, the Antitrust Division or any State Attorney General relating to this Agreement or any of the matters described in this Section 7.7(b). The parties hereto agree that all material telephonic calls and meetings with the FTC, the Antitrust Division or any State Attorney General regarding the transactions contemplated hereby or any of the matters described in this Section 7.7(b) shall include representatives of each of Parent and the Company. Parent shall coordinate and be the principal spokesperson in connection with any proceedings or negotiations with any governmental entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. (c) In the event any litigation is commenced by any person or entity relating to the transactions contemplated by this Agreement, including or any Acquisition Transaction, Parent shall have the right, at its own expense, to participate therein, and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheld.

Agreement to Cooperate. (a) Subject to the terms and conditions herein provided, each Each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of WCI and the Selling Entities, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) and SEC "NO-ACTION" letters to effect all necessary registrations, filings and submissions and (iii) to lift any injunction injunctive or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject; provided, however, that in using its reasonable efforts WCI shall not be required to take any action or to agree to any condition, including without limitation any condition imposed by any government authority with respect to the requisite votes transfer of any Governmental Permit or obtaining any Required Governmental consent, that, in WCI's reasonable judgment, imposes a materially adverse financial burden or operating condition on WCI or any of the stockholders Selling Entities. At or immediately after the Closing, the Merger Sub, the Corporation, and the Owner shall cause the Filed Articles to be filed with the Secretary of State of the Company and boards State of directors of the Company and ParentNevada. (b) Without limitation of the foregoing, if required by applicable law, each of Parent WCI and the Company Corporation undertakes and agrees to file as soon as practicable after the date hereof a Notification practicable, and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company shall (i) use its reasonable efforts to comply as expeditiously as possible with all lawful requests of the FTC or the Antitrust Division for additional information and documents and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto.in any (c) In the event any litigation is commenced by any person or entity relating to the transactions contemplated by this Agreement, including any Acquisition Transaction, Parent WCI shall have the right, at its own expense, to participate therein, and the Company Corporation and Ralner will not settle any such litigation without the consent of ParentWCI, which consent will not be unreasonably withheld.

Agreement to Cooperate. (a) Subject Prior to Closing, subject to the terms and conditions herein providedof this Agreement, each of the parties hereto Company, on the one hand, and each of Parent and Merger Sub, on the other hand, shall use all its reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws law and regulations to consummate and make effective as promptly as practicable the Merger and other transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject; provided, however, to except as otherwise provided in the requisite votes of the stockholders of Disclosure Schedule, and except as set forth specifically elsewhere in this Agreement, nothing herein shall require the Company and boards or any of directors of its Subsidiaries to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to Parent, Merger Sub or any third-party in connection with the foregoing. Neither the Company and nor any of its Subsidiaries shall incur any expenses in connection with or related to this Agreement or the Merger in excess of $2,240,000 in the aggregate without Parent's prior written consent. (b) Without In addition to and without limitation of the foregoing, each of Parent Parent, Merger Sub and the Company undertakes and agrees to (i) file (and Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent to file, if such filing is required by Law) as soon as practicable practicable, and in any event prior to ten business days after the date hereof a Notification hereof, any form or report required by any other Governmental Authority, including, without limitation, any foreign antitrust authority, relating to antitrust, competition, trade or other regulatory matters, and Report Form under the HSR Act with the Federal Trade Commission (the "FTC"ii) and the Antitrust Division of the Department of Justice (the "Antitrust Division")take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Law. Each of Parent and the Company shall (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful any inquiries or requests of the FTC or the Antitrust Division received from any Governmental Authority for additional information and documents or documentation, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. hereto (c) In which consent shall not be unreasonably withheld or delayed). Parent and the event Company shall take any litigation is commenced and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade law that may be asserted by any person Governmental Authority with respect to the Merger so as to enable the Effective Time to occur as soon as reasonably possible and to avoid any suit or entity proceeding, which would otherwise have the effect of preventing or delaying the Effective Time. Each party shall (i) promptly notify the other party of any written communication to that party or its Affiliates from any Governmental Authority and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate, or to permit its affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications between them and their affiliates and their respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Merger (except that the Company shall be under no obligation of any kind to provide any other party documents, material or other information relating to the transactions contemplated by valuation of the Company or to alternatives to the proposed Merger and this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expense, to participate therein, and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheld).

Agreement to Cooperate. (a) Subject to the terms Insert and conditions herein provided, Calando shall each of the parties hereto shall use all their commercially reasonable efforts to (i) take, or cause to be taken, all action appropriate action, and to do, or cause to be done, all things necessary, reasonably necessary and proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations Law to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Mergerhereby as promptly as reasonably practicable, (ii) obtain from any Governmental Entity or any other third Person any consents, licenses, permits, waivers, approvals, authorizations or orders required to effect all necessary registrationsbe obtained or made by Insert or Calando or any of their Subsidiaries in connection with the authorization, filings execution and submissions delivery of this Agreement and the consummation of the transactions contemplated hereby, and (iii) as promptly as reasonably practicable, make all reasonably necessary filings, and thereafter make any other required submissions, with respect to lift this Agreement and the Merger required under any injunction other applicable federal or state securities Laws and any other legal bar applicable Law. Insert and Calando shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the Merger (non-filing Party and its advisors prior to filing and, in such caseif requested, to proceed with the Merger as expeditiously as possible)accept all reasonable additions, subject, however, to the requisite votes of the stockholders of the Company deletions or changes suggested in connection therewith. Calando and boards of directors of the Company and Parent. (b) Without limitation of the foregoing, each of Parent and the Company undertakes and agrees to file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company Insert shall (i) use its their commercially reasonable efforts to comply as expeditiously as possible 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 all lawful requests of the FTC or the Antitrust Division for additional information and documents and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement. (b) Each of Calando and Insert shall give (or shall cause their respective Subsidiaries to give) any notices to third Persons, except with and use, and cause their respective Subsidiaries to use, their commercially reasonable efforts to obtain any third Person consents that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the Calando Schedule of Exceptions or Insert Schedule of Exceptions, as the case may be, or (iii) required to prevent a Calando Material Adverse Effect or a Insert Material Adverse Effect from occurring prior written to or after the Effective Time. If any Party shall fail to obtain any consent from a third Person described in this Section 5.7(b), such Party will use its commercially reasonable efforts, and will take any such commercially reasonable actions requested by the other Party hereto, to limit the adverse affect upon Insert and Calando, their respective Subsidiaries, and their respective businesses resulting, or that could reasonably be expected to result after the consummation of the other parties heretoMerger or the Effective Time, from the failure to obtain such consent. (c) In Calando and Insert shall promptly (and, in any event, within two (2) business days) advise the event other orally and in writing of any litigation state of facts, event, change, effect, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Calando Material Adverse Effect or a Insert Material Adverse Effect, respectively. Insert shall give prompt notice to Calando, and Calando shall give prompt notice to Insert, of (i) any representation or warranty made by it contained in this Agreement that is commenced qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any person material respect any covenant, condition or entity relating agreement to be complied with or satisfied by it under this Agreement. No such notification shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the transactions contemplated by obligations of the Parties under this Agreement; provided, including any Acquisition Transactionhowever, Parent shall have that the rightrecipient of such notice shall, at within a five (5) day period following the receipt of such notice, use its own expense, commercially reasonable efforts to participate therein, engage in good faith discussions with the notifying Party regarding such notification and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheldfacts and circumstances set forth therein.

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedof this Agreement, including Section 7.03 and this Section 7.12, each of the parties hereto shall use all its reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws law and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable best efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of Pyramid and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) Company and their respective subsidiaries and to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar submissions. In addition, subject to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, terms and conditions herein provided and subject to the requisite votes fiduciary duties of the stockholders respective Boards of Directors of the Company and boards of directors Pyramid, none of the Company and Parentparties hereto shall knowingly take or cause to be taken any action that would reasonably be expected to materially delay or prevent consummation of the Merger. (b) Without limitation of In the foregoingevent that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a governmental authority or private party challenging the Merger or any other transaction contemplated by this Agreement, each of Parent or any other agreement contemplated hereby, the Company, Pyramid and the Company undertakes and agrees to file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act Merger Subsidiary shall cooperate in all respects with the Federal Trade Commission (the "FTC") other parties and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company shall (i) use its their reasonable best efforts to comply as expeditiously as possible with all lawful requests contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the FTC or the Antitrust Division for additional information and documents and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, except if so precluded in the exercise of their directors’ fiduciary duties, none of Pyramid, Merger Subsidiary or any of their affiliates shall be required to defend, contest or resist any action or proceeding, whether judicial or administrative, or to take any action to have vacated, lifted, reversed or overturned any order, in connection with the prior written consent of the other parties hereto. (c) In the event any litigation is commenced by any person or entity relating to the transactions contemplated by this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expense, to participate therein, and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheld.

Agreement to Cooperate. (a) Subject to the terms and conditions herein provided, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of the Company and its subsidiaries, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) and SEC "no-action" letters to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, to the requisite votes of the stockholders of the Company and boards of directors of the Company and Parent. (b) Without limitation of the foregoing, each of Parent and the Company undertakes and agrees to file (and, in the case of the Company, shall use its best efforts to cause its principal shareholder to file) as soon as practicable after the date hereof a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company shall (and the Company shall use its best efforts to cause its principal shareholder to) (i) use its reasonable efforts to comply as expeditiously as possible with all lawful requests of the FTC or the Antitrust Division for additional information and documents and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto.and (c) In the event any litigation is commenced by any person or entity relating to the transactions contemplated by this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expense, to participate therein, and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheld.

Agreement to Cooperate. (a) Subject to the terms and conditions herein provided, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary, proper or advisable waivers, consents and approvals under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of the Company and its Subsidiaries, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) and SEC "no-action" letters to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, to the fiduciary duties of the Board of Directors of the Company and Parent and the requisite votes vote of the stockholders of the Company and boards of directors of the Company and ParentCompany. (b) Without limitation of the foregoing, each of Parent and the Company undertakes and agrees to file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company shall (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful requests of any inquiries received from the FTC or the Antitrust Division for additional information or documentation and documents to all inquiries and (ii) requests received from any State Attorney General or other governmental authority in connection with antitrust matters. Without limiting the foregoing, Parent shall propose, negotiate, commit to and effect, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or, effective as of the Effective Time, the Surviving Corporation as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing; provided, however, that Parent shall not extend be required to sell, divest, dispose of or hold separate assets or businesses with aggregate 1997 revenues in excess of $10,000,000. Each party shall promptly notify the other party of any waiting period under communication to that party from the HSR Act or enter into any agreement with the FTC or FTC, the Antitrust Division not Division, any State Attorney General or any other governmental entity and permit the other party to consummate the transactions contemplated by this Agreement, except with the prior written consent review in advance any proposed communication to any of the other parties heretoforegoing. (c) In the event any litigation claim, action, suit, investigation or other proceeding by any governmental body or other person or other legal or administrative proceeding is commenced by any person that questions the validity or entity relating to legality of the transactions contemplated hereby or seeks damages in connection therewith, whether before or after the Effective Time, the parties hereto agree to cooperate and use their reasonable efforts to defend against and respond thereto; provided, however, that in the event any claim, action, suit, investigation or other proceeding is commenced against the Company or any Subsidiary by this Agreementany governmental body or other person or other legal or administrative proceeding is commenced against the Company or any Subsidiary, including any Acquisition Transactionin each case under the HSR Act or pursuant to federal or state antitrust laws, Parent shall have the right, at its own expense, to participate therein, and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheld.

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedof this Agreement, including Section 5.03, each of the parties hereto shall use all reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations including, but not limited to, the HSR Act and the Gaming Laws, to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable best efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of Parent and the Company and their respective subsidiaries, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such that case, to proceed with the Merger as expeditiously as possible). In addition, subject, however, subject to the requisite votes terms and conditions herein provided and subject to the fiduciary duties of the stockholders of the Company and respective boards of directors of the Company and Parent, none of the parties hereto shall knowingly take or cause to be taken any action which would reasonably be expected to delay materially or prevent consummation of the Merger. (b) Without limitation of the foregoing, each of Parent and the Company undertakes and agrees to file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division")) and to make such filings and apply for such approvals and consents as are required under the Gaming Laws. Each of Parent and the Company shall (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful requests of any inquiries received from the FTC or the Antitrust Division or any authority enforcing applicable Gaming Laws for additional information or documentation and documents to all inquiries and requests received from any State Attorney General or other governmental authority in connection with antitrust matters or Gaming Laws, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties Parties hereto. . Each party shall (ci) In promptly notify the event other party of any litigation is commenced by written communication to that party from the FTC, the Antitrust Division, any person State Attorney General or any other governmental entity relating and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate in any substantive meeting or discussion with any governmental authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the transactions contemplated extent permitted by this Agreementsuch governmental authority, including any Acquisition Transactiongives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, Parent shall have the right, at its own expense, to participate thereinfilings, and communications (and memoranda setting forth the Company will not settle substance thereof) between them and their affiliates and their respective representatives on the one hand, and any such litigation without government or regulatory authority or members or their respective staffs on the consent of Parentother hand, which consent will not be unreasonably withheldwith respect to this Agreement and the Merger.

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedof this Agreement, each of the parties hereto shall use all commercially reasonable efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws Laws and regulations (including, to the extent applicable, the HSR Act and the Gaming Laws) to consummate and make effective the transactions contemplated by this Agreement, including each Party using its commercially reasonable efforts (i) to obtain all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible). In addition, subject, however, subject to the requisite votes terms and conditions herein provided and subject to the fiduciary duties of the stockholders of the Company and respective boards of directors of the Parent (and its Affiliates)and MRG and subject to any fiduciary duties MRG or the Company (or their directors of officers) may have to DE and Parentits members, none of the parties hereto shall knowingly take or cause to be taken any action which would reasonably be expected to materially delay or prevent consummation of the Merger. (b) Without limitation Each of the foregoing, each of MRG and Parent and the Company undertakes and agrees to file as soon as practicable after the date hereof or its "ultimate parent entity" has filed a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division")) and in connection therewith, each party requested early termination of the waiting period under the HSR Act. Each of Parent MRG and the Company Parent shall, as promptly as practicable, prepare all applications and other documentation and supplemental materials necessary in order to obtain any necessary consents and approvals under the Gaming Laws. The Parent shall promptly file with the Michigan Gaming Control Board a Transfer of Interest Application and such other documents or other information as may be required to be filed prior to the Effective Time. Each of MRG and the Parent shall (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful requests of any inquiries received from the FTC or the Antitrust Division or any authority enforcing applicable Gaming Laws for additional information or documentation and documents to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters or Gaming Laws, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties Parties hereto. . The Parent shall offer to take (cand if such offer is accepted, commit to take) In all commercially reasonable steps which it is capable of taking to avoid or eliminate impediments under the event HSR Act or the Gaming Laws or under any other antitrust, competition, or trade regulation Law or Gaming Laws that may be asserted by the FTC, the Antitrust Division, any Gaming Authority or the City, with respect to the Merger so as to enable the Effective Time to occur as promptly as practicable and shall defend through litigation is commenced on the merits any claim asserted in any court by any person party, including appeals. Each Party shall (i) promptly notify the other Party of any written communication to that party from the FTC, the Antitrust Division, any State Attorney General or entity relating any other Governmental Entity, including Gaming Authorities, and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the transactions contemplated extent permitted by this Agreementsuch Governmental Entity, including any Acquisition Transactiongives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, Parent shall have the right, at its own expense, to participate thereinfilings, and communications (and memoranda setting forth the Company will not settle substance thereof) between them and their affiliates and their respective representatives on the one hand, and any such litigation without government or regulatory authority or members or their respective staffs on the consent of Parentother hand, which consent will not be unreasonably withheldwith respect to this Agreement and the Merger.

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedprovided and subject to the fiduciary duties of the respective boards of directors of the Company and Parent, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of Parent and the Company and their respective subsidiaries, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) and SEC "no-action" letters to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, to the requisite votes of the stockholders of the Company and boards of directors of the Company and Parent. (b) Without limitation of the foregoing, each of Parent and the Company undertakes and agrees to file as soon as practicable practicable, and in any event prior to 15 days after the date hereof hereof, a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") FTC and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company shall (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful requests of any inquiries received from the FTC or the Antitrust Division for additional information or documentation and documents to all inquiries and requests received from any State Attorney General or other governmental authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. Parent shall take all reasonable steps necessary to avoid or eliminate impediments under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any State Attorney General or any other governmental entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible. Without limiting the foregoing, Parent shall propose, negotiate, commit to and effect, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or, effective as of the Effective Time, the Surviving Corporation as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing; provided however that Parent shall not be required to sell, divest, dispose of, or hold separate assets or businesses with aggregate 1996 revenues in excess of $30 million, not including any assets or businesses that are required to be sold, divested, disposed of, or held separate as a result of acquisitions of assets or businesses by the Parent or any of its subsidiaries after the date hereof. Each party shall promptly notify the other party of any communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other governmental entity and permit the other party to review in advance any proposed communication to any of the foregoing. (c) In the event any litigation is commenced by any person or entity relating to the transactions contemplated by this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expense, to participate therein, and the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheld.

Agreement to Cooperate. (a) Subject to the terms and conditions herein provided, each Each of the parties hereto shall Parties will use all commercially reasonable efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations Applicable Law to consummate the Asset Purchase and make effective the transactions contemplated by this AgreementTransactions, including using its commercially reasonable efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Asset Purchase and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; (ii) to obtain all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Mergerapprovals, (iiiii) to effect all necessary registrationsregistration, filings and submissions (including without limitation the Registration Statement, other filings under the Securities Act or the HSR Act and any other submissions requested by the SEC or the Federal Trade Commission or Department of Justice) and (iiiiv) to lift any injunction or other legal bar to the Merger Asset Purchase and the Transactions (and, in such case, to proceed with the Merger Asset Purchase and the Transactions as expeditiously as possible), subject, however, to the requisite votes of the stockholders Stockholders. Each of the Company and boards of directors Parties recognizes that the consummation of the Company Asset Purchase and Parent. (b) Without limitation the Transactions may be subject to the pre-merger notification requirements of the foregoingHSR Act. Each agrees that, each of Parent and to the Company undertakes and agrees extent required by Applicable Law to consummate the Asset Purchase, it will file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (and the "Antitrust Division")Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each of Parent covenants and the Company shall (i) agrees to use its commercially reasonable efforts to comply as expeditiously as possible with all lawful requests achieve the prompt termination or expiration of the FTC or the Antitrust Division for additional information and documents and (ii) not extend any waiting period or any extensions thereof under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent Act. (b) Each of the other parties heretoParties agrees to take such actions as may be necessary to obtain any Governmental Authorizations legally required for the consummation of the Asset Purchase and the Transactions, including the making of any Governmental Filings, publications and requests for extensions and waivers. (c) In the event any litigation is commenced by any person The Company will use commercially reasonable efforts on or entity relating prior to the transactions contemplated Public Offering Closing Date (i) to obtain the satisfaction of the conditions specified in Sections 7.1 and 7.2; (ii) if requested by this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expenseVIALOG, to participate therein, and seek the consents (to the extent required) to the assumption by Buyer of all long-term debt of each of the Company will not settle any such litigation without and each of its Subsidiaries; and (iii) to attempt to cause those key employees of the consent of Parent, which consent will not be unreasonably withheld.Company and its

Agreement to Cooperate. (a) Subject to the terms and conditions herein provided, each of the parties hereto shall use all its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, to the requisite votes of the stockholders vote of the Company Common Stockholders. Prior to the Effective Time, (i) Parent shall plan and boards adopt procedures that will expedite, to the fullest extent reasonably and commercially practical: (A) the process in Section 3.4(a) to deliver and otherwise provide to the --------------- Stockholders the Merger Consideration , and (B) procedures for the exercise of directors Company Stock Options and the purchase of the Company Warrants by Parent; and Parent(ii) Company shall, to the fullest extent commercially practical, cooperate with Parent in connection with the foregoing and assist Parent in such efforts. Prior to the Effective Time, Company shall use commercially reasonable efforts, and Parent and Acquisition Sub shall use their commercially reasonable efforts to cooperate and assist Company, to obtain all consents of any third parties that may be necessary for the consummation of the Merger. (b) Without limitation of the foregoing, each of Parent and the Company undertakes and agrees to file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and Company undertake to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the Company shall (i) use its reasonable efforts to comply as expeditiously as possible with all lawful requests consummation of the FTC or the Antitrust Division for additional information and documents and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent provided, however, that neither party is required to contest or appeal any such order issued by a United States Court of the other parties heretoAppeals. (c) In the event any litigation is commenced by any person or entity relating Notwithstanding anything in this Agreement to the transactions contemplated by this Agreementcontrary, including neither Parent nor any Acquisition Transactionof its Affiliates shall be under any obligation to make proposals, Parent shall have execute or carry out agreements or submit to orders providing for the right, at its own expense, to participate therein, and sale or other disposition or holding separate (through the Company will not settle establishment of a trust or otherwise) of any such litigation without assets or categories of assets of the consent of Parent, which consent will not be unreasonably withheldany of its Affiliates, or Company or any of its Affiliates, or seeking to impose any material limitation on the ability of Parent or any of its Affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company.

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedprovided and subject to the fiduciary duties of the respective Boards of Directors of each Company, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this AgreementTransactions, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of each Company and their respective Subsidiaries, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) and SEC "no-action" letters to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, to the requisite votes of the stockholders of the Company and boards of directors of the Company and Parent. (b) Without limitation of the foregoing, each of Parent and the Company Cereus undertakes and agrees to file as soon as practicable practicable, and in any event prior to 30 days after the date hereof hereof, a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") FTC and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent and the Company Cereus shall (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful requests of any inquiries received from the FTC or the Antitrust Division for additional information or documentation and documents to all inquiries and requests received from any State Attorney General or 36 38 other governmental authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this AgreementTransactions, except with the prior written consent of the other parties hereto. Each party shall promptly notify the other party of any communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other governmental entity and permit the other party to review in advance any proposed communication to any of the foregoing. (c) In the event any litigation is commenced by any person or entity relating to the transactions contemplated by this AgreementTransactions, including any Acquisition Transaction, Parent either party shall have the right, at its own expense, to participate therein, and the each Company will not settle any such litigation without the consent of Parentthe other, which consent will not be unreasonably withheld. (d) 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 and/or directors of Parent, Cereus and the Surviving Corporation shall take all such necessary action. (e) Following the Effective Time, Parent shall conduct its business, and shall cause the Surviving Corporation to conduct its business, in a manner which would not jeopardize the characterization of the Merger as a reorganization described in Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code. In this regard, Parent shall cause the Surviving Corporation to continue its historic business or use a significant portion of its historic business assets in a business within the meaning of Section 368 of the Code. Moreover, Parent does not have any present plan or intent to (a) sell or otherwise dispose of the stock of the Surviving Corporation except for transfers of stock to corporations controlled (within the meaning of Section 368(c) of the Code) by Parent, (b) reacquire any of its stock issued in connection with the Merger, (c) cause the Surviving Corporation to issue shares of stock of the Surviving Corporation that would result in Parent losing "control" (within the meaning of Section 368(c) of the Code) of the Surviving Corporation, or (d) take or refrain from taking, or permit the Surviving Corporation to take or refrain from taking, any other action that might otherwise cause the Merger not to be treated as a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code. Parent and Cereus Acquiring Sub will provide Cereus with certain factual representations of Parent and Cereus Acquiring Sub reasonably requested by Cereus as necessary to confirm that Parent and Cereus Acquiring Sub will not take any action on or after the Effective Time that would jeopardize the tax free nature of the Merger.

Agreement to Cooperate. (a) Subject to the terms and conditions herein provided, each Each of the parties hereto shall Parties will use all commercially reasonable efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations Applicable Law to consummate the Asset Purchase and make effective the transactions contemplated by this AgreementTransactions, including using its commercially reasonable efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Asset Purchase and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; (ii) to obtain all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Mergerapprovals, (iiiii) to effect all necessary registrationsregistration, filings and submissions (including without limitation the Financing Document, other filings under the Securities Act or the HSR Act and any other submissions requested by the SEC or the Federal Trade Commission or Department of Justice) and (iiiiv) to lift any injunction or other legal bar to the Merger Asset Purchase and the Transactions (and, in such case, to proceed with the Merger Asset Purchase and the Transactions as expeditiously as possible), subject, however, to the requisite votes of the stockholders Stockholders. Each of the Company and boards of directors Parties recognizes that the consummation of the Company Asset Purchase and Parent. (b) Without limitation the Transactions may be subject to the pre-merger notification requirements of the foregoingHSR Act. Each agrees that, each of Parent and to the Company undertakes and agrees extent required by Applicable Law to consummate the Asset Purchase, it will file as soon as practicable after the date hereof a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (and the "Antitrust Division")Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each of Parent covenants and the Company shall (i) agrees to use its commercially reasonable efforts to comply as expeditiously as possible with all lawful requests achieve the prompt termination or expiration of the FTC or the Antitrust Division for additional information and documents and (ii) not extend any waiting period or any extensions thereof under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent Act. (b) Each of the other parties heretoParties agrees to take such actions as may be necessary to obtain any Governmental Authorizations legally required for the consummation of the Asset Purchase and the Transactions, including the making of any Governmental Filings, publications and requests for extensions and waivers. (c) In the event any litigation is commenced by any person The Company will use commercially reasonable efforts on or entity relating prior to the transactions contemplated Financing Closing Date (i) to obtain the satisfaction of the conditions specified in Sections 7.1 and 7.2; (ii) if requested by this Agreement, including any Acquisition Transaction, Parent shall have the right, at its own expenseVIALOG, to participate therein, and seek the consents (to the extent required) to the assumption by Buyer of all long-term debt of each of the Company and each of its Subsidiaries; and (iii) to attempt to cause those key employees of the Company and its Subsidiaries designated by VIALOG that are not stockholders to execute and deliver non-competition agreements substantially conforming in form and substance to the non-competition agreements currently maintained by VIALOG with its key employees in the form attached as Exhibit 6.2(c). Each of VIALOG and Buyer will not settle any such litigation without use its best efforts ------------- on or prior to the consent Financing Closing Date to obtain the satisfaction of Parent, which consent will not be unreasonably withheldthe conditions applicable to it specified in Sections 7.1 and 7.

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedprovided and subject to the fiduciary duties of the respective boards of directors of AWS and USA Waste, each of the parties hereto shall use all commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of AWS and its Retained Subsidiaries, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) and SEC "no-action" letters to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, to the requisite votes of the stockholders of the Company and boards of directors of the Company and Parent. (b) Without limitation of the foregoing, each of Parent USA Waste and the Company AWS undertakes and agrees to file as soon as practicable practicable, and in any event prior to 30 days after the date hereof hereof, a Notification and Report Form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent USA Waste and the Company AWS shall (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful requests of any inquiries received from the FTC or the Antitrust Division for additional information or documentation and documents to all inquiries and requests received from any State Attorney General or other governmental authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. (c) In the event any litigation is commenced by any person or entity relating to the transactions contemplated by this Agreement, including any an Acquisition Transaction, Parent USA Waste shall have the right, at its own expense, to participate therein, and the Company AWS will not settle any such litigation without the consent of ParentUSA Waste, which consent will not be unreasonably withheld.

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedof this Agreement, including Section 6.3, each of the parties hereto shall use all reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable best efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of Buyer and the Company, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) and SEC "no-action" letters to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger Acquisition (and, in such case, to proceed with the Merger Acquisition as expeditiously as possible). In addition, subject, however, subject to the requisite votes terms and conditions herein provided and subject to the fiduciary duties of the stockholders of the Company and respective boards of directors of Seller and Buyer, neither of the Company parties hereto shall knowingly take or cause to be taken any action (including, but not limited to, in the case of Buyer, (x) the incurrence of material debt financing, other than the Financing in connection with the Acquisition and Parentrelated transactions and other than debt financing incurred in the ordinary course of business, and (y) the acquisition of businesses or assets) which would reasonably be expected to materially delay or prevent consummation of the Acquisition. Buyer shall use its reasonable best efforts to cause the satisfaction of any conditions to the receipt of funds arising from or related to the Financing Assurances. (b) Without limitation of the foregoing, each of Parent Buyer and the Company Seller undertakes and agrees to file as soon as practicable practicable, and in any event prior to 15 days after the date hereof hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"). Each of Parent Buyer and the Company Seller shall (i) use its reasonable efforts respond as promptly as practicable to comply as expeditiously as possible with all lawful requests of any inquiries received from the FTC or the Antitrust Division for additional information or documentation and documents to all inquiries and requests received from any State Attorney General or other governmental authority in connection with antitrust matters, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties party hereto. Buyer shall use its reasonable best efforts to avoid or eliminate impediments under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any State Attorney General or any other governmental entity with respect to the Acquisition so as to enable the Closing Date to occur prior to September 15, 1999 (the "Outside Date"). Without limiting the foregoing, Buyer shall agree to negotiate the sale, divestiture or disposition of such assets or businesses of Buyer or, effective as of the Closing Date, the Company, or any of Buyer's subsidiaries, or agree to negotiate limits on its freedom of action with respect to any of the businesses, services or assets of Buyer, the Company or any of Buyer's subsidiaries, as reasonably may be required to avoid delaying the Closing Date beyond the Outside Date. At the request of Buyer, Seller shall use its reasonable efforts to cause the Company to agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services, or assets of the Company, provided that any such action may be conditioned upon the consummation of the Acquisition and the transactions contemplated hereby. Each party shall (i) promptly notify the other party of any written communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other governmental entity and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate in any substantive meeting or discussion with any governmental authority respect of any filings, investigation or inquiry concerning this Agreement or the Acquisition unless it consults with the other party in advance and, to the extent permitted by such governmental authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to this Agreement and the Acquisition. If Buyer shall have complied with all of its obligations under this Section 6.10, but there is no action that Buyer or Seller can undertake or offer to undertake that would eliminate the impediment asserted by the FTC, Antitrust Division, or State Attorney General or other order in any suit or proceeding, in order for the Closing Date to occur prior to the applicable date specified in Section 8.1(ii), assuming all conditions other than those relating to such impediment or order have been satisfied or waived, then Buyer shall not be deemed to have breached its obligations under this Section 6.10. (c) In the event any litigation is commenced by any person or entity relating to the transactions contemplated by this Agreement, including any Acquisition Transaction, Parent Buyer shall have the right, at its own expense, to participate therein, and the Company Seller will not settle any such litigation without the consent of ParentBuyer, which consent will not be unreasonably withheld. (d) In connection with the consummation of the Financing contemplated by the Financing Assurances, at the reasonable request of Buyer, Seller (i) agrees to enter into such agreements, to use reasonable best efforts to deliver such officers' certificates and opinions as are customary in financing of this type and as are, in the good faith determination of the persons executing such officers' certificates or opinions, accurate and (ii) will provide to the lenders who have issued financing commitments to Buyer for the Acquisition financial and other information in Seller's possession with respect to the Acquisition, use reasonable efforts to make the Company's senior officers available to assist such lenders, and otherwise cooperate in connection with the consummation of the Financing. (e) Buyer shall provide Seller any certificates from Buyer relating to the solvency and adequate capitalization of Buyer and Buyer's ability to pay its debts that are given to any banks, other lenders in

Agreement to Cooperate. (a) Subject to the terms and conditions herein provided, each of the parties hereto shall will use all commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments to which the parties hereto are a party, or under any applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable efforts (i) to obtain all necessary or appropriate orders, waivers, consents or approvals of third parties, and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger transactions contemplated herein (and, in such case, to proceed with the Merger transactions contemplated herein as expeditiously as possible), subject, however, to the requisite votes of the stockholders of the Company and boards of directors of the Company and Parent. (b) Without limitation of the foregoing, each of Parent and the Company party hereto undertakes and agrees to file as soon as practicable after the date hereof a Notification and Report Form and related material under the HSR Act with the Federal Trade Commission (the "FTC") FTC and the Antitrust Division Division. Each party hereto shall use their best efforts to obtain an early termination of the Department of Justice (the "Antitrust Division"). Each of Parent applicable waiting period, shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable, and the Company shall (i) use its commercially reasonable efforts to comply as expeditiously as possible with all lawful requests of the FTC or the Antitrust Division for additional information and documents and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. Each of OCA and Apple shall bear and pay 50% of the amount of the filing fees for filing such Notification and Report Form under the HSR Act. (c) In The Sellers shall permit OCA and its representatives to communicate with individuals who are employed by the event any litigation is commenced by any person or entity relating to Sellers in the transactions contemplated by this Agreement, including any Acquisition Transaction, Parent shall have the rightAcquired Locations, at its own expensereasonable times and upon reasonable notice to Apple, to participate thereininterview and have discussions with such individuals for purposes of their potential employment by OCA or its Affiliates following the Closing. The Sellers shall reasonably assist OCA and its representatives in such efforts, and shall provide OCA and its representatives access to personnel records and other information concerning such employees as OCA may reasonably request (subject to obtaining any consent required by applicable law with respect to such access). The Buyer and its Affiliates shall be under no obligation to employ any employee of the Company will not settle any such litigation without the consent of Parent, which consent will not be unreasonably withheldSellers or their Affiliates.

Agreement to Cooperate. (a) Subject to the terms and conditions herein providedof this Agreement, including Section 5.03, each of the parties hereto shall use all reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable pursuant to all agreements, contracts, indentures or other instruments under any material contract to which the parties hereto are Company or any subsidiary of the Company is a party, party or under any applicable laws and regulations (including the Gaming Laws) to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable best efforts (i) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of Tribe and the Company and their respective subsidiaries, all necessary or appropriate waivers, consents and approvals from lenders, landlords, security holders or other parties whose waiver, consent or approval is required to consummate the Merger, (ii) to effect all necessary registrations, filings and submissions and (iii) to lift any injunction or other legal bar to the Merger (and, in such that case, to proceed with the Merger as expeditiously as possible), subject, however, to the requisite votes of the stockholders of the Company and boards of directors of the Company and Parent. (b) Without limitation of the foregoing, each of Parent Tribe and the Company undertakes and agrees to file make such filings and apply for such approvals and consents as soon as practicable after the date hereof a Notification and Report Form are required under the HSR Act with Gaming Laws and to obtain the Federal Trade Commission (the "FTC") Tribe Statutory Approvals and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of Parent Company Statutory Approvals, as applicable, and the Company shall (i) use its reasonable efforts to comply as expeditiously as possible with all lawful requests of the FTC or the Antitrust Division for execute such additional information instruments and documents and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not as may be required to consummate the transactions contemplated by hereby. Each of Tribe and the Company shall respond as promptly as practicable to any inquiries received from any authority enforcing applicable Gaming Laws for additional information or documentation and to all inquiries and requests received from any State Attorney General or other governmental authority in connection with antitrust matters or Gaming Laws. Each party shall (i) promptly notify the other party of any written communication to that party from any State Attorney General or any other governmental entity and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate in any substantive meeting or discussion with any governmental authority in respect of any filings, investigation or inquiry concerning this Agreement, except Agreement or the Merger unless it consults with the prior written consent of other party in advance and, to the extent permitted by such governmental authority, gives the other parties heretoparty the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to this Agreement and the Merger. (c) In Tribe shall use its reasonable best efforts to prepare and file all applications and filings required for such approvals and consents as are required under the event any litigation is commenced by any person or entity relating Gaming Laws for Tribe to consummate the transactions contemplated hereby (the “Gaming Applications”)as soon as practicable following approval of this Agreement by this Agreement, including the General Membership of the Tribe. Tribe shall prepare such Gaming Applications in a manner which it believes is reasonably likely to be approved and to include only such persons with appropriate backgrounds and experience on such Gaming Applications. Tribe shall not file any Acquisition Transaction, Parent shall have the right, at its own expense, to participate therein, and the Company will not settle any such litigation amendments thereto without the consent of Parentthe Company, which consent will shall not be unreasonably withheld.