Common use of Reasonable Best Efforts; Further Assurances Clause in Contracts

Reasonable Best Efforts; Further Assurances. Subject to the terms and conditions set forth herein, and to applicable Laws, during the Pre-Closing Period, the Parties shall cooperate and use their respective reasonable best efforts to take, or cause to be taken, all appropriate action (including executing and delivering any documents, certificates, instruments and other papers that are necessary for the consummation of the transactions contemplated hereby), and do, or cause to be done, and 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 transactions contemplated hereby and the Group Companies shall use reasonable best efforts, and each SPAC Party shall cooperate in all reasonable respects with the Group Companies, to solicit and obtain any consents of any Persons that may be required in connection with the Transactions prior to the Closing; provided, however, that other than any fees payable in connection with Notification and Report Forms required pursuant to the HSR Act, no Party or any of its Affiliates shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such consent may be required (unless such payment is required in accordance with the terms of the relevant Contract requiring such consent). Subject to the terms set forth herein, each Party shall take such further actions (including the execution and delivery of such further instruments and documents) as reasonably requested by any other Party to effect, consummate, confirm or evidence the transactions contemplated hereby and carry out the purposes of this Agreement.

Reasonable Best Efforts; Further Assurances. (a) Subject to the terms and conditions set forth hereinof this Agreement and applicable law, and to applicable Laws, during each of the Pre-Closing Period, the Parties parties shall cooperate act in good faith and use their respective reasonable best efforts to take, or cause to be taken, all appropriate action (including executing and delivering any documents, certificates, instruments and other papers that are necessary for the consummation of the transactions contemplated hereby)actions, and to do, or cause to be done, and 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, effective the transactions contemplated hereby by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall (and the Group Companies shall cause their respective Subsidiaries, and use reasonable best effortsefforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) (i) consult and cooperate with and provide assistance to each other in the preparation of the Offer Documents and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and each SPAC Party shall cooperate in give all reasonable respects necessary notices to, and make all filings with the Group Companiesand applications and submissions to, to solicit and obtain any consents of any Persons that may be required Governmental Entity or other Person necessary in connection with the Transactions prior to consummation of the Closingtransactions contemplated by this Agreement as soon as reasonably practicable; providedand (iii) provide all such information concerning such party, howeverits Subsidiaries and its officers, that other than any fees payable directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with Notification and Report Forms required pursuant to the HSR Act, no Party or any of its Affiliates shall be required the foregoing. Prior to pay making any application to or commit to pay any amount to (filing with a Governmental Entity or incur any obligation other entity in favor of) any Person from whom any such consent may be required (unless such payment is required in accordance connection with the terms of the relevant Contract requiring such consent). Subject to the terms set forth hereinthis Agreement, each Party party shall take provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such further actions (including the execution and delivery of such further instruments and documents) as reasonably requested by any other Party to effect, consummate, confirm or evidence the transactions contemplated hereby and carry out the purposes of this Agreementdrafts.

Reasonable Best Efforts; Further Assurances. Subject to the terms and conditions set forth herein, and to applicable Laws, during the Pre-Closing Period, the Parties shall cooperate and use their respective reasonable best efforts to take, or cause to be taken, all appropriate action (including executing and delivering any documents, certificates, instruments and other papers that are necessary for the consummation of the transactions contemplated hereby), and do, or cause to be done, and 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 transactions contemplated hereby hereby, and the Group Companies shall use reasonable best efforts, and each the SPAC Party shall cooperate in all reasonable respects with the Group Companies, to solicit and obtain any consents of any Persons that may be required in connection with the Transactions prior to the Closing; provided, however, that other than any fees payable in connection with Notification and Report Forms required pursuant to the HSR Act, no Party or any of its Affiliates shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such consent may be required (unless such payment is required in accordance with the terms of the relevant Contract requiring such consent). Subject to the terms set forth herein, each Party shall take such further actions (including the execution and delivery of such further instruments and documents) as reasonably requested by any other Party to effect, consummate, confirm or evidence the transactions contemplated hereby and carry out the purposes of this Agreement.

Reasonable Best Efforts; Further Assurances. (a) Subject to the terms and conditions set forth hereinof this Agreement, and to applicable Laws, during each of the Pre-Closing Period, the Parties shall cooperate and parties hereto will use their respective its reasonable best efforts to (i) take, or cause to be taken, all appropriate action (including executing actions and delivering any documents, certificates, instruments and other papers that are necessary for the consummation of the transactions contemplated hereby), and to do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate the Initial Offer, any Subsequent Offer, the Merger and make effectivethe other transactions contemplated by this Agreement as soon as practicable after the date hereof and (ii) obtain and maintain all approvals, in consents, waivers, registrations, permits, authorizations, clearances and other confirmations required to be obtained from any third party and/or any Governmental Entity that are necessary, proper or advisable to consummate the most expeditious manner practicableInitial Offer, the Subsequent Offer, the Merger and the transactions contemplated hereby (each a "Required Approval"). In furtherance and not in limitation of the Group Companies shall use reasonable best effortsforegoing, and each SPAC Party shall cooperate in all reasonable respects with the Group Companiesparty hereto agrees to make as promptly as practicable, to solicit and obtain any consents the extent it has not already done so, (i) an appropriate filing of any Persons that may be required in connection with the Transactions prior to the Closing; provided, however, that other than any fees payable in connection with a Notification and Report Forms required Form pursuant to the HSR Act, no Party or any of its Affiliates shall be required Act with respect to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such consent may be required (unless such payment is required in accordance with the terms of the relevant Contract requiring such consent). Subject to the terms set forth herein, each Party shall take such further actions (including the execution and delivery of such further instruments and documents) as reasonably requested by any other Party to effect, consummate, confirm or evidence the transactions contemplated hereby and carry out (which filing shall be made in any event within ten business days of the purposes of this Agreement.date hereof), (ii) all necessary filings with other Governmental Entities relating to the

Reasonable Best Efforts; Further Assurances. (a) Subject to the terms and conditions set forth hereinof this Agreement and applicable law, and to applicable Laws, during each of the Pre-Closing Period, the Parties parties shall cooperate act in good faith and use their respective reasonable best efforts to take, or cause to be taken, all appropriate action (including executing and delivering any documents, certificates, instruments and other papers that are necessary for the consummation of the transactions contemplated hereby)actions, and to do, or cause to be done, and 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, effective the transactions contemplated hereby by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall (and the Group Companies shall cause their respective subsidiaries, and use reasonable best effortsefforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide assistance to each other in (i) the preparation and filing with the SEC of the Offer Documents, the Schedule 14D-9, the preliminary Proxy Statement, the Proxy Statement and the Registration Statement and all necessary amendments or supplements thereto; (ii) obtain all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and each SPAC Party shall cooperate in give all reasonable respects necessary notices to and make all necessary filings with the Group Companiesand applications and submissions to, to solicit any Governmental Entity or other Person as soon as reasonably practicable after filing; and obtain any consents of any Persons that (iii) provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be required necessary or reasonably requested in connection with any of the Transactions prior foregoing. Prior to the Closing; provided, however, that making any application to or filing with a Governmental Entity or other than any fees payable entity in connection with Notification and Report Forms required pursuant to this Agreement (other than filing under the HSR Act, no Party or any of its Affiliates shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such consent may be required (unless such payment is required in accordance with the terms of the relevant Contract requiring such consent). Subject to the terms set forth herein, each Party party shall take provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such further actions (including the execution and delivery of such further instruments and documents) as reasonably requested by any other Party to effect, consummate, confirm or evidence the transactions contemplated hereby and carry out the purposes of this Agreementdrafts.

Reasonable Best Efforts; Further Assurances. Subject to the terms and conditions set forth herein, and to applicable Laws, during the Pre-Closing Periodof this Agreement, the Parties Buyer, the Company and the Securityholders shall cooperate and use their respective commercially reasonable best efforts to take, or cause to be taken, all appropriate action (including executing actions necessary or desirable to cause the conditions set forth in Article 9 to be satisfied and delivering the transactions contemplated by this Agreement to be consummated, in each case as promptly after the date hereof as practicable. Except as otherwise expressly set forth in this Agreement, neither the Securityholders nor the Company on the one hand, nor the Buyer on the other hand, shall have any obligation to pay any amounts or incur any liability or obligation to any third party as a condition or inducement for obtaining any consents described on Schedule 9.01(c) hereto. Each of the Securityholders, the Company and the Buyer agree to execute and deliver such other documents, certificates, instruments agreements and other papers that are writings and to take such other actions as may be reasonably necessary for the consummation of or desirable in order to consummate or implement expeditiously the transactions contemplated hereby)by this Agreement. From time to time, as and dowhen requested by any party hereto and at such party’s expense, any other party shall execute and deliver, or cause to be done, executed and assist and cooperate with the other Parties in doingdelivered, all things necessarysuch documents and instruments and shall take, proper or advisable cause to consummate be taken, all such further or other actions as such other party may reasonably deem necessary or desirable to evidence and make effective, in the most expeditious manner practicable, effectuate the transactions contemplated hereby and the Group Companies shall use reasonable best efforts, and each SPAC Party shall cooperate in all reasonable respects with the Group Companies, to solicit and obtain any consents of any Persons that may be required in connection with the Transactions prior to the Closing; provided, however, that other than any fees payable in connection with Notification and Report Forms required pursuant to the HSR Act, no Party or any of its Affiliates shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such consent may be required (unless such payment is required in accordance with the terms of the relevant Contract requiring such consent). Subject to the terms set forth herein, each Party shall take such further actions (including the execution and delivery of such further instruments and documents) as reasonably requested by any other Party to effect, consummate, confirm or evidence the transactions contemplated hereby and carry out the purposes of this Agreement.

Reasonable Best Efforts; Further Assurances. Subject to the terms and conditions set forth herein, and to applicable Laws, during the Pre-Closing Period, the Parties shall cooperate and use their respective reasonable best efforts to take, or cause to be taken, all appropriate action (including executing and delivering any documents, certificates, instruments and other papers that are necessary for the consummation of the transactions contemplated hereby), and do, or cause to be done, and 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 transactions contemplated hereby and the Blockers and the Group Companies shall use reasonable best efforts, and each SPAC Party the Buyer shall cooperate in all reasonable respects with the Group Companies, to solicit and obtain any consents of any Persons that may be required in connection with the Transactions transactions contemplated hereby or by the Ancillary Agreements prior to the Closing; provided, however, that other than any fees payable in connection with Notification and Report Forms required pursuant to the HSR Act, no Party or any of its their Affiliates shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such consent may be required (unless such payment is required in accordance with the terms of the relevant Contract requiring such consent). Subject to the terms set forth herein, each Party shall take such further actions (including the execution and delivery of such further instruments and documents) as reasonably requested by any other Party to effect, consummate, confirm or evidence the transactions contemplated hereby and carry out the purposes of this Agreement.

Reasonable Best Efforts; Further Assurances. Subject to the terms and conditions set forth herein, and to applicable Laws, during the Pre-Closing Period, the Parties shall cooperate and use their respective reasonable best efforts to take, or cause to be taken, all appropriate action (including executing and delivering any documents, certificates, instruments and other papers that are necessary for the consummation of the transactions contemplated hereby), and do, or cause to be done, and 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 transactions contemplated hereby and the Group Companies shall use reasonable best efforts, and each SPAC Party the Buyer shall cooperate in all reasonable respects with the Group Companies, to solicit and obtain any consents of any Persons that may be required in connection with the Transactions transactions contemplated hereby, by the Archaea Agreement or by the Ancillary Agreements prior to the Closing; provided, however, that other than any fees payable in connection with Notification and Report Forms required pursuant to the HSR Act, no Party or any of its their Affiliates shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such consent may be required (unless such payment is required in accordance with the terms of the relevant Contract requiring such consent). Subject to the terms set forth herein, each Party shall take such further actions (including the execution and delivery of such further instruments and documents) as reasonably requested by any other Party to effect, consummate, confirm or evidence the transactions contemplated hereby and carry out the purposes of this Agreement.

Reasonable Best Efforts; Further Assurances. Subject to the terms and conditions set forth herein, and to applicable Laws, during the Pre-Closing Period, the Parties shall cooperate and use their respective reasonable best efforts to take, or cause to be taken, all appropriate action (including executing and delivering any documents, certificates, instruments and other papers that are necessary for the consummation of the transactions contemplated hereby), and do, or cause to be done, and 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 transactions contemplated hereby and the Group Companies shall use reasonable best efforts, and each SPAC Party the Buyer shall cooperate in all reasonable respects with the Group Companies, to solicit and obtain any consents of any Persons that may be required in connection with the Transactions transactions contemplated hereby or by the Ancillary Agreements prior to the Closing; provided, however, that other than any fees payable in connection with Notification and Report Forms required pursuant to the HSR Act, no Party or any of its their Affiliates shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such consent may be required (unless such payment is required in accordance with the terms of the relevant Contract requiring such consent). Subject to the terms set forth herein, each Party shall take such further actions (including the execution and delivery of such further instruments and documents) as reasonably requested by any other Party to effect, consummate, confirm or evidence the transactions contemplated hereby and carry out the purposes of this Agreement.

Reasonable Best Efforts; Further Assurances. Subject to (a) Upon the terms and subject to the conditions set forth hereinin this Agreement, and to applicable Laws, during the Pre-Closing Period, the Parties each party hereto shall cooperate and use their respective its reasonable best efforts to take, or cause to be taken, all appropriate action (including executing and delivering any documents, certificates, instruments and other papers that are necessary for the consummation of the transactions contemplated hereby)actions, and do, or cause to be done, and to assist and cooperate with the other Parties party or parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner Merger and the other transactions contemplated hereby (including Section 6.2(g) hereof), and by the Option Agreement as soon as reasonably practicable after the date hereof. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement and the Option Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Group Companies shall use reasonable best efforts, Merger (in connection with which Parent and the Company will cooperate with each SPAC Party shall cooperate in all reasonable respects with the Group Companies, to solicit and obtain any consents of any Persons that may be required other in connection with the Transactions making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to the Closing; providedfilings and, howeverif requested, that other than any fees payable will accept all reasonable additions, deletions or changes suggested in connection with Notification and Report Forms therewith) or (ii) furnish all information required for any application or other filing to be made pursuant to the HSR Act, no Party DGCL or any other Law or any applicable Regulations of its Affiliates shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such consent may be required (unless such payment is required in accordance with the terms of the relevant Contract requiring such consent). Subject to the terms set forth herein, each Party shall take such further actions (including the execution and delivery of such further instruments and documents) as reasonably requested by any other Party to effect, consummate, confirm or evidence the transactions contemplated hereby and carry out the purposes of this Agreement.Governmental

Reasonable Best Efforts; Further Assurances. Subject to the terms and conditions set forth herein, and to applicable Laws, during the Pre-Closing Period, the Parties shall cooperate and use their respective reasonable best efforts to take, or cause to be taken, all appropriate action (including executing and delivering any documents, certificates, instruments and other papers that are necessary for the consummation of the transactions contemplated hereby), and do, or cause to be done, and 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 transactions contemplated hereby and the Group Companies shall use reasonable best efforts, and each SPAC Party the Buyer shall cooperate in all reasonable respects with the Group Companies, to solicit and obtain any consents of any Persons that may be required in connection with the Transactions transactions contemplated hereby, by the Aria Agreement or by the Ancillary Agreements prior to the Closing; provided, however, that other than any fees payable in connection with Notification and Report Forms required pursuant to the HSR Act, no Party or any of its their Affiliates shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such consent may be required (unless such payment is required in accordance with the terms of the relevant Contract requiring such consent). Subject to the terms set forth herein, each Party shall take such further actions (including the execution and delivery of such further instruments and documents) as reasonably requested by any other Party to effect, consummate, confirm or evidence the transactions contemplated hereby and carry out the purposes of this Agreement.