Common use of Commercially Reasonable Best Efforts Clause in Contracts

Commercially Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use all commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that (i) no party shall be required to defend any lawsuits or other legal proceedings (other than the IPO Litigation), whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (ii) no party to this Agreement shall consent to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld, conditioned or delayed.

Commercially Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use all its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, includingincluding using commercially reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents consents, approvals, orders and approvals authorizations from all Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity (including those in connection with State Takeover Approvals)Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the execution and delivery parties required as a result of any additional instruments necessary to consummate the transactions contemplated by in this Agreement; provided, however(iv) the defending of any suits, that (i) no party shall be required to defend any lawsuits claims, actions, investigations or other legal proceedings (other than the IPO Litigation)proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedreversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and (ii) no party to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable best efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall consent be deemed to require Parent or the Company to agree to any voluntary delay divestiture by itself or any of the consummation its affiliates of the Merger at the behest shares of capital stock or of any Governmental Entity without business, assets or property, or the consent imposition of any material limitation on the other parties ability of any of them to this Agreementconduct their business or to own or exercise control of such assets, which consent shall not be unreasonably withheld, conditioned or delayedproperties and stock.

Commercially Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreementhereof, each of the parties agrees to party will use all commercially reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary or advisable to be obtained from any Person and/or any Governmental Authority in order to consummate any of the Merger and the other transactions contemplated by this Agreement, including: (iii) the obtaining of all necessary actions or non-actionsexecuting and delivering such other documents, waiversinstruments and agreements as any party hereto shall reasonably request, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entitiesiii) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with State Takeover Approvals), (ii) the obtaining of all necessary such material consents, approvals or waivers from third partieswaivers, (iii) licenses, registrations, permits, authorizations, tax rulings, orders and approvals. Notwithstanding the execution and delivery of foregoing, in no event shall any additional instruments necessary party have any obligation, in order to consummate the transactions contemplated hereby, to (a) take any action(s) that would result in a material adverse change in the benefits to the Company on the one hand or to Red Mountain on the other of this Agreement, or (b) dispose of any material assets or make any material change in the Company’s business other than as contemplated by this Agreement; provided, however, that or (ic) no party shall be required to defend expend any lawsuits material amount of funds or other legal proceedings (otherwise incur any material burden other than the IPO Litigation), whether judicial or administrative, challenging this Agreement or the consummation of the transactions those contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (ii) no party to this Agreement shall consent to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld, conditioned or delayed.

Commercially Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to hereto shall, and shall cause each of its Subsidiaries to, use all its commercially reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be takentaken or refrain from taking, all actions, and to promptly do, or cause to be donedone or refrain from doing, and to assist and cooperate with the other parties hereto in doing or refraining from doing, all things necessary, proper or advisable under applicable Laws to consummate the Tender Offer, the Capital Contribution and make effective, in the most expeditious manner Restructuring as soon as practicable, the Merger and the other transactions contemplated by this Agreement, including: including (i) the obtaining of all necessary actions or non-actions, waivers, consents consents, clearances and approvals from all Governmental Entities required to be obtained by such party and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary for such party to obtain an approval approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with State Takeover Approvals)Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, commenced against such party challenging this Agreement or the execution consummation of the Tender Offer, the Capital Contribution or the Restructuring, (iv) publicly supporting this Agreement, the Tender Offer and delivery of the Restructuring, (v) satisfying the Transaction Conditions and (vi) executing and delivering any additional instruments necessary to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement; provided, however, that (i) no party . The Company shall be required use its commercially reasonable best efforts to defend any lawsuits or other legal proceedings (other than the IPO Litigation), whether judicial or administrative, challenging this Agreement or the consummation obtain entry of the transactions contemplated herebyApproval Order on the Bankruptcy Court’s docket within seven Business Days after the Petition Date and to prosecute and defend the entry of such order. Subject to the Company’s fiduciary duties, including seeking the Company shall use its commercially reasonable best efforts to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (ii) no party to this Agreement shall consent to any voluntary delay avoid termination of the consummation of RSA and shall promptly notify the Merger at Purchasers if the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld, conditioned or delayedRSA is terminated.

Commercially Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use all its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this Agreement, includingincluding using commercially reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents consents, approvals, orders and approvals authorizations from all Governmental Entities and third parties and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity (including those in connection with State Takeover Approvals)Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the execution and delivery parties required as a result of any additional instruments necessary to consummate the transactions contemplated by in this Agreement; provided, howeverincluding the consents referred to in Schedule 2.5 of the Company Schedule, that (iiv) no party shall be required to defend the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings (other than the IPO Litigation)proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedreversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and (ii) no party to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors and the Stockholder shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Mergers, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable best efforts to enable the Mergers and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall consent be deemed to require Parent, the Company or the Stockholder to agree to any voluntary delay divestiture by itself or any of the consummation its Affiliates of the Merger at the behest shares of capital stock or of any Governmental Entity without business, assets or property, or the consent imposition of any material limitation on the other parties ability of any of them to this Agreementconduct their business or to own or exercise control of such assets, which consent shall not be unreasonably withheld, conditioned or delayedproperties and stock.

Commercially Reasonable Best Efforts. (a) Upon Subject to Section 6.01(b), the terms Company and subject Parent shall each cooperate with the other and use (and shall cause their respective Subsidiaries to the conditions set forth in this Agreement, each of the parties agrees to use all use) their respective commercially reasonable best efforts to take, promptly (i) take or cause to be taken, taken all necessary actions, and to do, do or cause to be donedone all things, necessary, proper or advisable under this Agreement and the Ancillary Documents and Applicable Laws and regulations to assist consummate and cooperate with make effective the Merger and the Transactions as soon as practicable, including, without limitation, preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other parties in doingdocuments (including, without limitation, any required filings under the HSR Act, the EC Merger Regulations or any other Foreign Competition Laws), (ii) obtain all things approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Third Party necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the execution and delivery defending of any additional instruments necessary to consummate the transactions contemplated Proceedings brought by this Agreement; provided, however, that (i) no party shall be required to defend any lawsuits or other legal proceedings a Third Party (other than the IPO Litigation), whether judicial or administrative, a Governmental Body) challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including including, when reasonable, seeking to have any stay or temporary restraining order or injunction entered by any court court, governmental or other Governmental Entity regulatory authority vacated or reversed; and (iv) execute and deliver such documents, certificates and other papers as a Party may reasonably request to evidence the other Party’s satisfaction of its obligations hereunder. Subject to Applicable Laws relating to the exchange of information and subject to all applicable privileges (including without limitation the attorney-client privilege) and in addition to Section 6.01(c), the Parties shall have the right to review in advance, and, to the extent practicable, each will consult the other on, all the information relating to the Company and its Subsidiaries or Parent and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any Third Party and/or any Governmental Body in connection with the Merger and the Transactions, provided, however, that Parent shall not be required to agree to any divestiture by Parent or Parent’s Subsidiaries or Affiliates of shares of capital stock or of any business, assets or property of Parent or its Subsidiaries or Affiliates or the imposition of any material limitation on the ability of any of them to conduct their businesses in the Ordinary Course of Business or to own or exercise control of such assets, properties and stock, and (ii) no party to Parent shall have the option of terminating this Agreement shall consent to any voluntary delay time after such written request is formally made by any Governmental Body; and provided, further, that in the event the government of the consummation United States, any State thereof or the European Union initiates any legal action or other proceeding seeking (1) to enjoin all or any material portion of the Merger at or the behest of Transactions, (2) relief that would prevent the Parties from consummating any Governmental Entity without the consent material portion of the other parties to this AgreementMerger or the Transactions or (3) relief that would have any Material Adverse Effect on Parent or any of its Subsidiaries or Affiliates, which consent Parent shall not be unreasonably withheld, conditioned required to litigate or delayeddefend any such action or proceeding and Parent shall have the option of terminating this Agreement at any time thereafter upon written notice to the Company pursuant to Section 9.01 after such action or proceeding is initiated.

Commercially Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use all its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, includingincluding using commercially reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents consents, approvals, orders and approvals authorizations from all Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity (including those in connection with State Takeover Approvals)Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the execution and delivery parties required as a result of any additional instruments necessary to consummate the transactions contemplated by in this Agreement; provided, howeverincluding the consents referred to in Schedule 2.5 of PRWT Schedule, that (iiv) no party shall be required to defend the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings (other than the IPO Litigation)proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedreversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and (ii) no party to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, KBL and its board of directors, and PRWT and its board of directors, shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable best efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall consent be deemed to require KBL or PRWT to agree to any voluntary delay divestiture by itself or any of the consummation its Affiliates of the Merger at the behest shares of capital stock or of any Governmental Entity without business, assets or property, or the consent imposition of any material limitation on the other parties ability of any of them to this Agreementconduct their business or to own or exercise control of such assets, which consent shall not be unreasonably withheld, conditioned or delayedproperties and stock.

Commercially Reasonable Best Efforts. (a) Upon Subject to the terms and subject to of this Agreement (including the conditions limitations set forth in this AgreementSection 6.01 and in Section 6.02), each of Purchaser, Stockholder and the parties agrees to Company shall use all their commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the each other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including: including using commercially reasonable efforts to cause the conditions to Closing set forth in Section 2.01 and Section 2.02, as applicable, to be satisfied including (ia) the preparing and filing all forms, registrations and notices required to be filed, obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals Consents from all Governmental Entities Authorities and the making of all necessary registrations and filings (including filings with Governmental EntitiesAuthorities, if applicable) and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding claim by, any Governmental Entity (including those Authority under or in connection accordance with State Takeover Approvals)any applicable competition Law, (iib) the obtaining of all necessary consents, approvals Consents or waivers from third parties, (iiic) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that (i) no party shall be required to defend defending any lawsuits or other legal proceedings (other than the IPO Litigation)claims, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, (d) executing and (ii) no party delivering any additional instruments reasonably necessary to this Agreement shall consent to any voluntary delay of consummate the consummation of the Merger at the behest of any Governmental Entity without the consent of the other parties to transactions contemplated by this Agreement, which consent shall not be unreasonably withheldand (e) obtaining any consents or approvals necessary to ensure that all Permits, conditioned or delayedincluding Permits under Environmental law, continue in full force and effect after the Closing Date.

Commercially Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use all its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Purchase and the other transactions contemplated by this Agreement, includingincluding using commercially reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents consents, approvals, orders and approvals authorizations from all Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity (including those in connection with State Takeover Approvals)Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the execution and delivery parties required as a result of any additional instruments necessary to consummate the transactions contemplated by in this Agreement, including the consents referred to in Schedule 2.5 of the Company Schedule, (iv) providing and permitting suitably knowledgeable directors, officers, employees and other Persons to attend “road shows” that are to be presented to existing and prospective GGAC security holders; provided(v) the defending of any suits, howeverclaims, that (i) no party shall be required to defend any lawsuits actions, investigations or other legal proceedings (other than the IPO Litigation)proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedreversed and (vi) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and (ii) no party to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, GGAC and its board of directors, the Company and its board of directors and the Sellers shall, if any takeover statute or similar statute or regulation is or becomes applicable to the Purchase, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable best efforts to enable the Purchase and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall consent be deemed to require GGAC or the Company to agree to any voluntary delay divestiture by itself or any of the consummation its Affiliates of the Merger at the behest shares of capital stock or of any Governmental Entity without business, assets or property, or the consent imposition of any material limitation on the other parties ability of any of them to this Agreementconduct their business or to own or exercise control of such assets, which consent shall not be unreasonably withheld, conditioned or delayedproperties and stock.

Commercially Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use all its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Transactions and the other transactions contemplated by this Agreement, includingincluding using commercially reasonable best efforts to accomplish the following: (ia) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VII to be satisfied, (b) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the and/or making of all necessary registrations and filings (including filings with Governmental Entities) Actions/Filings and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity (including those in connection with State Takeover Approvals)Entity, (iic) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the execution and delivery parties required as a result of any additional instruments necessary to consummate the transactions contemplated by in this Agreement; provided, howeverincluding the consents referred to in Schedule 3.5(b), that (id) no party shall be required to defend the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings (other than the IPO Litigation)proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iie) no party the execution or delivery of any additional instruments reasonably necessary to consummate the Transactions contemplated by, and to fully carry out the purposes of, this Agreement. This obligation shall include, on the part of ARWA, in connection with the Closing, sending a termination letter to Continental in substantially the form of Exhibit 6.7 attached to the Investment Management Trust Agreement by and between ARWA and Continental dated as of April 30, 2015. In connection with and without limiting the foregoing, ARWA and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or this Agreement, use its commercially reasonable best efforts to enable the Transactions to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall consent be deemed to require ARWA or the Company to agree to any voluntary delay divestiture by itself or any of the consummation its affiliates of the Merger at the behest shares of capital stock or of any Governmental Entity without business, assets or property, or the consent imposition of any material limitation on the other parties ability of any of them to this Agreementconduct their business or to own or exercise control of such assets, which consent shall not be unreasonably withheld, conditioned or delayed.properties and stock. NY:1824684.16

Commercially Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 6.06), each of the parties agrees to hereto shall, and shall cause its Subsidiaries to, use all its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper proper, or advisable to consummate and make effective, and to satisfy all conditions to, as promptly as reasonably practicable (and in any event no later than the most expeditious manner practicableEnd Date), the Merger and the other transactions contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actionsConsents, waivers, consents and approvals actions or nonactions from all a Governmental Entities Authority and the making of all necessary registrations registrations, filings, and filings notifications (including filings with a Governmental EntitiesAuthority) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver a Consent from, or to avoid an action Action or proceeding byOrder prohibiting or seeking to prohibit the transactions contemplated hereby, any a Governmental Entity (including those in connection with State Takeover Approvals), Authority; (ii) the obtaining of all necessary consents, approvals consents or waivers from third parties, ; and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly: (A) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii), and (iii) immediately above; and (B) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement; provided. If the Company, howeveron the one hand, that (i) no party shall be required or Parent or Merger Sub, on the other hand, receives a request for additional information or documentary material from any Governmental Authority with respect to defend any lawsuits or other legal proceedings (other than the IPO Litigation), whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including seeking then it shall use reasonable best efforts to have any stay make, or temporary restraining order entered cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any court applicable Governmental Authority, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Authority in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. Neither Parent nor the Company shall commit to or agree (or permit any of their respective Subsidiaries to commit to or agree) with any Governmental Authority to stay, toll, or extend any applicable waiting period under the HSR Act or other Governmental Entity vacated or reversedapplicable Antitrust Laws, and (ii) no party to this Agreement shall consent to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the prior written consent of the other parties (such consent not to this Agreement, which consent shall not be unreasonably withheld, conditioned conditioned, or delayed).

Commercially Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each prior to the expiration of the parties agrees to Executory Period, each Party shall use all commercially reasonable best efforts efforts, and shall cooperate fully with the other Parties, to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate under applicable Laws and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the execution and delivery of any additional instruments necessary regulations to consummate the transactions contemplated by this Agreement; provided, however, that Agreement (i) no party shall be required to defend any lawsuits or other legal proceedings (other than including the IPO Litigationreceipt of all Requisite Regulatory Approvals), whether judicial or administrative, challenging this Agreement or the consummation and to comply as promptly as practicable with all requirements of Governmental Authorities applicable to the transactions contemplated herebyby this Agreement. In furtherance and not in limitation of the foregoing, to the extent required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each Party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to Antitrust Laws and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including seeking to have by requesting early termination of the waiting period provided for under the Antitrust Laws. All costs and expenses payable in respect of any stay or temporary restraining order entered filings, applications and other actions taken by any court or other Governmental Entity vacated or reversed, Party hereto pursuant to Antitrust Laws shall be paid by the Company up front and One Hundred percent (ii100%) no party to this Agreement shall consent to any voluntary delay of the consummation of foregoing costs and expenses shall be reimbursed to the Merger Company by Secure at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld, conditioned or delayedEffective Time.

Commercially Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use all its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, includingincluding using commercially reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents consents, approvals, orders and approvals authorizations from all Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity (including those in connection with State Takeover Approvals)Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the execution and delivery parties required as a result of any additional instruments necessary to consummate the transactions contemplated by in this Agreement; provided, however(iv) the defending of any suits, that (i) no party shall be required to defend any lawsuits claims, actions, investigations or other legal proceedings (other than the IPO Litigation)proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedreversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and (ii) no party to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, CDSI and its board of directors, and SG Blocks and its board of directors, shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable best efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall consent be deemed to require CDSI or SG Blocks to agree to any voluntary delay divestiture by itself or any of the consummation its Affiliates of the Merger at the behest shares of capital stock or of any Governmental Entity without business, assets or property, or the consent imposition of any material limitation on the other parties ability of any of them to this Agreementconduct their business or to own or exercise control of such assets, which consent shall not be unreasonably withheld, conditioned or delayedproperties and stock.

Commercially Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees hereto shall cooperate with the other parties and use (and shall cause their respective Subsidiaries to use all use) their respective commercially reasonable best efforts promptly (i) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doingall things, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the Merger Contemplated Transactions, including preparing and the other transactions contemplated by this Agreement, including: (i) the obtaining of filing promptly and fully all documentation to effect all necessary actions or non-actionsfilings, waiversnotices, consents petitions, statements, registrations, submissions of information, applications and approvals from all Governmental Entities and the making of all necessary registrations and filings other documents (including any required or recommended filings with Governmental Entities) and under the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with State Takeover ApprovalsHSR Act), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that (i) no party shall be required to defend any lawsuits or other legal proceedings (other than the IPO Litigation), whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (ii) no party to this Agreement shall consent to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without obtain the consent of the lenders under the Wachovia Credit Agreement and (iii) to obtain all other parties approvals, consents, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to this Agreementconsummate the Contemplated Transactions (including all such actions, which consent shall not be unreasonably withheldconsents, conditioned approvals, notifications, waivers, authorizations, orders or delayedfilings listed on Schedules 3.3 and 3.4 and the estoppel certificates referenced in Section 2.4(h)) except to the extent such third party approvals, consents, registrations, permits, authorizations and other confirmations would cause the party obtaining the foregoing to waive or forfeit any of its rights hereunder or incur any additional Liabilities or material expenses (subject to Section 5.17), other than counsel fees and similar out-of-pocket expenses.

Commercially Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use all its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, includingincluding using commercially reasonable best efforts to accomplish the following: (i) taking all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, other than Section 6.3(j), for which Holdco must take all acts necessary to cause this condition to be satisfied, (ii) obtaining of all necessary actions or non-actions, waivers, consents consents, approvals, orders and approvals authorizations from all Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity (including those in connection with State Takeover Approvals)Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the execution and delivery parties required as a result of any additional instruments necessary to consummate the transactions contemplated by in this Agreement, including, with respect to Bendon, the consents referred to in Schedule 2.5 hereto and, with respect to Naked, the consents referred to in Schedule 3.5 hereto, (iv) providing suitably knowledgeable directors, officers, employees and other Persons to attend and, if requested by Naked, to participate in “road shows” that are to be presented to Naked’s security holders and other individuals or entities interested in acquiring Naked’s securities; provided(v) defending any suits, howeverclaims, that (i) no party shall be required to defend any lawsuits actions, investigations or other legal proceedings (other than the IPO Litigation)proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (vi) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and (ii) no party to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Naked and its board of directors and Holdco, Bendon and their respective boards of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable best efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall consent be deemed to require Naked, Holdco, Bendon or their respective Subsidiaries to agree to any voluntary delay divestiture by itself or any of the consummation its Affiliates of the Merger at the behest shares of capital stock or of any Governmental Entity without business, material assets or property, or the consent imposition of any material limitation on the other parties ability of any of them to this Agreementconduct their business or to own or exercise control of such assets, which consent shall not be unreasonably withheld, conditioned or delayedproperties and stock.

Commercially Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Parties agrees to use all its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, includingincluding using commercially reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in ARTICLE VI to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents consents, approvals, orders and approvals authorizations from all Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity (including those in connection with State Takeover Approvals)Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including the consents referred to in Schedule 2.5 of the Company Schedule, (iiiiv) the execution and delivery defending of any additional instruments necessary to consummate the transactions contemplated by this Agreement; providedsuits, howeverclaims, that (i) no party shall be required to defend any lawsuits actions, investigations or other legal proceedings (other than the IPO Litigation)proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iiv) no party the execution or delivery of any additional instruments reasonably necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the Transactions, use its commercially reasonable best efforts to enable the Merger and the other Transactions to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall consent be deemed to require Parent or the Company to agree to any voluntary delay divestiture by itself or any of the consummation its affiliates of the Merger at the behest shares of capital stock or of any Governmental Entity without business, assets or property, or the consent imposition of any material limitation on the other parties ability of any of them to this Agreementconduct their business or to own or exercise control of such assets, which consent shall not be unreasonably withheld, conditioned or delayedproperties and stock.

Commercially Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreementhereof, each of the parties agrees to party will use all commercially reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary or advisable to be obtained from any Person and/or any Governmental Authority in order to consummate any of the Merger and the other transactions contemplated by this Agreement, including: (iii) the obtaining of all necessary actions or non-actionsexecuting and delivering such other documents, waiversinstruments and agreements as any party hereto shall reasonably request, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entitiesiii) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with State Takeover Approvals), (ii) the obtaining of all necessary such material consents, approvals or waivers from third partieswaivers, (iii) licenses, registrations, permits, authorizations, tax rulings, orders and approvals. Notwithstanding the execution and delivery of foregoing, in no event shall any additional instruments necessary party have any obligation, in order to consummate the transactions contemplated hereby, to (a) take any action(s) that would result in a material adverse change in the benefits to the Seller on the one hand (specifically the payment or advancement by the Seller of any expenses required to satisfy a Company obligation) or to the Purchaser on the other of this Agreement, or (b) dispose of any material assets or make any material change in the Company’s business other than as contemplated by this Agreement; provided, however, that or (ic) no party shall be required to defend expend any lawsuits material amount of funds or other legal proceedings (otherwise incur any material burden other than the IPO Litigation), whether judicial or administrative, challenging this Agreement or the consummation of the transactions those contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (ii) no party to this Agreement shall consent to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld, conditioned or delayed.

Commercially Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use all commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Option Agreement, including: including (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with State Takeover Approvals)Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the execution and delivery defending of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that (i) no party shall be required to defend any lawsuits or other legal proceedings (other than the IPO Litigation)proceedings, whether judicial or administrative, challenging this Agreement or the Option Agreement or the consummation of the transactions contemplated herebyby this Agreement or the Option Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iiiv) no party the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Option Agreement. (b) In connection with and without limiting the foregoing, Ascend and Lucent shall consent (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement, the Option Agreement or any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent of the other parties transactions contemplated by this Agreement or the Option Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, this Agreement, which consent shall not the Option Agreement or any other transaction contemplated by this Agreement or the Option Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Option Agreement may be unreasonably withheld, conditioned consummated as promptly as practicable on the terms contemplated by this Agreement and the Option Agreement and otherwise to minimize the effect of such statute or delayedregulation on the Merger and the other transactions contemplated by this Agreement and the Option Agreement. SECTION 5.06.

Commercially Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees hereto shall cooperate with the other parties and use (and shall cause their respective Subsidiaries to use all use) their respective commercially reasonable best efforts promptly (i) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doingall things, all things necessary, proper or advisable necessary to consummate and make effective, in the most expeditious manner practicable, the Merger Contemplated Transactions, including preparing and the other transactions contemplated by this Agreement, including: (i) the obtaining of filing promptly and fully all documentation to effect all necessary actions or non-actionsfilings, waiversnotices, consents petitions, statements, registrations, submissions of information, applications and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that (i) no party shall be required to defend any lawsuits or other legal proceedings (other than the IPO Litigation), whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reverseddocuments, and (ii) to obtain all other Approvals and all approvals, consents, registrations, permits, authorizations and other confirmations from any third Person necessary to consummate the Contemplated Transactions (including all such Approvals and all approvals, consents, registrations, permits, authorizations and other confirmations listed on Schedules 3.3 and 3.4 except to the extent such Approvals or third Person approvals, consents, registrations, permits, authorizations and other confirmations would cause the party obtaining the foregoing to waive or forfeit any of its rights hereunder or incur any additional Liabilities or material expenses, other than counsel fees and similar out-of-pocket expenses, and provided that Seller makes no party assurances that that such Approvals, consents, registrations, permits, authorizations and other confirmations will be obtained prior to this Agreement shall consent to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld, conditioned or delayedClosing.

Commercially Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use all its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Acquisition and the other transactions contemplated by this Agreement, includingincluding using commercially reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents consents, approvals, orders and approvals authorizations from all Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity (including those in connection with State Takeover Approvals)Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the execution and delivery parties required as a result of any additional instruments necessary to consummate the transactions contemplated by in this Agreement; provided, howeverincluding the consents referred to in Schedule 2.5 of the Company Schedule, that (iiv) no party shall be required to defend the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings (other than the IPO Litigation)proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedreversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and (ii) no party to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any takeover statute or similar statute or regulation is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable best efforts to enable the Acquisition and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, except with respect to the LIBB Transaction, nothing in this Agreement shall consent be deemed to require Parent or the Company to agree to any voluntary delay divestiture by itself or any of the consummation its affiliates of the Merger at the behest shares of capital stock or of any Governmental Entity without business, assets or property, or the consent imposition of any material limitation on the other parties ability of any of them to this Agreementconduct their business or to own or exercise control of such assets, which consent shall not be unreasonably withheld, conditioned or delayedproperties and stock.

Commercially Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use all its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, includingincluding using commercially reasonable best efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from all Governmental Entities Bodies and the making of all necessary registrations and filings (including filings with Governmental EntitiesBodies, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, by any Governmental Entity (Body, including those in connection with State Takeover Approvals)all Required Consents, (iiiii) the obtaining of all necessary consents, approvals approvals, releases or waivers from third partiesThird Parties, including all Required Consents, (iiiiv) the execution and delivery defending of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that (i) no party shall be required to defend any lawsuits or other legal proceedings (other than the IPO Litigation)proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Body vacated or reversed, and (iiv) no party the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by and to fully carry out the purposes of, this Agreement shall consent to any voluntary delay of and the consummation of the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld, conditioned or delayedCollateral Agreements.

Commercially Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to hereto shall, and shall cause each of its Subsidiaries to, use all its commercially reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and make effective, in to consummate the most expeditious manner Debt Exchange as soon as practicable, the Merger and the other transactions contemplated by this Agreement, including: including (i) the obtaining of all necessary actions or non-actions, waivers, consents consents, clearances and approvals from all Governmental Entities required to be obtained by such party and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary for such party to obtain an approval approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with State Takeover Approvals)Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, commenced against such party challenging this Agreement or the execution consummation of the Offer or the Debt Exchange, (iv) publicly supporting this Agreement, the Offer and delivery of the debt Exchange, (v) satisfying the Tender Offer Conditions and the Debt Exchange Conditions set forth in Article Six and (vi) executing and delivering any additional instruments necessary to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement; provided, however, that (i) no party shall be required to defend any lawsuits or other legal proceedings (other than the IPO Litigation), whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (ii) no party to this Agreement shall consent to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld, conditioned or delayed.

Commercially Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use all its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this Agreement, includingincluding using commercially reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VII to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents consents, approvals, orders and approvals authorizations from all Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity (including those in connection with State Takeover Approvals)Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the execution and delivery parties required as a result of any additional instruments necessary to consummate the transactions contemplated by in this Agreement; provided, howeverincluding the consents referred to in Schedules 2.5 and 3.5, that (iiv) no party shall be required to defend the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings (other than the IPO Litigation)proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedreversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and (ii) no party to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors, Noble and its board of directors, and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Mergers, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable best efforts to enable the Mergers and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall consent be deemed to require Parent, Noble, or the Company to agree to any voluntary delay divestiture by itself or any of the consummation its Affiliates of the Merger at the behest shares of capital stock or of any Governmental Entity without business, assets or property, or the consent imposition of any material limitation on the other parties ability of any of them to this Agreementconduct their business or to own or exercise control of such assets, which consent shall not be unreasonably withheld, conditioned or delayedproperties and stock.