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

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither CRI, Purchaser nor Holdings will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (a) requires the divestiture of any assets of any of CRI, Holdings, Purchaser, the Company or any of their respective subsidiaries or (b) limits CRI's ability to operate, the Company and the Subsidiaries or any portion thereof or any of CRI's or its affiliates' other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofherein provided, each of the parties hereto shall agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement, including, without limitation, including using its reasonable best efforts to obtain all Permitsnecessary authorizations, consents, consents and approvals, authorizations, qualifications and orders to effect all necessary registrations and filings. Each of Governmental Authorities the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties to contracts may reasonably request in connection with the Company foregoing and will provide the other parties with copies of all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement, and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither CRI, Purchaser nor Holdings will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (a) requires the divestiture of any assets of any of CRI, Holdings, Purchaser, the Company or any of their respective subsidiaries or (b) limits CRI's ability to operate, the Company and the Subsidiaries or any portion thereof or any of CRI's or its affiliates' other assets or businesses in a manner consistent with past practicetransactions contemplated hereby. In case, case at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and and/or directors of the Surviving Corporation shall take or cause to be taken all such necessary action. In addition, the Company agrees to use its reasonable best efforts to assist AES in obtaining any necessary authorization, consent and approval with respect to a sale after the Effective Time by Parent or Purchaser to AES of any assets relating to the international operations of the Company and its Subsid- iaries. (b) Parent, Purchaser, Dow and the Company shall use their respective reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under the laws, rules, guidelines or regulations of any Governmental Entity. Without limiting the foregoing, each party of the parties shall cooperate in good faith and consult with each other with respect to filings, communications, agreements, arrangements or consents, written or oral, formal or informal, with the FERC and shall further use their reasonable best effort to obtain any approvals required to be received from the FERC in connection with the consummation of the transactions contemplated by this Agreement Agreement. (c) Without limiting Section 6.5(b), Dow and Parent shall, as soon as practicable, file Notification and Report Forms under the HSR Act (as defined below) with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") and shall use reasonable best efforts to respond as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for additional information or documentation; and Parent and Purchaser shall use their reasonable best efforts to take or cause to be taken all such action. (b) Each of the parties hereto agrees actions necessary, proper or advisable to cooperate and use its reasonable best efforts obtain any consent, waiver, approval or authorization relating to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) Competition Law that is in effect and that restricts, prevents or prohibits required for the consummation of the Transactionstransactions contemplated by this Agreement, includingprovided, without limitationhowever, by vigorously pursuing all available avenues that the foregoing shall not obligate Parent or Purchaser to take any action which would have a material adverse effect on the combined businesses of the Company and its Subsidiaries, and Parent and its affiliates, taken as a whole. "Competition Laws" means federal, state, local or foreign statutes, rules, regulations, orders, decrees, administrative and judicial appealdoctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade and includes the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act").

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject conditions herein provided, as promptly as practicable, the Company, Parent and Purchaser shall (i) make all filings and submissions under the HSR Act and under the Antitrust Laws of the jurisdictions listed in Section 5.05(b) of the Company Disclosure Schedule, (ii) use reasonable best efforts to cooperate with each other in (A) determining which other filings are required or advisable to be made prior to the conditions hereofAcceptance Time and the Merger Effective Time with, each and which material consents, approvals, permits, notices or authorizations are required or advisable to be obtained prior to the Acceptance Time and the Merger Effective Time from, Governmental Authorities in connection with the execution and delivery of this Agreement and related agreements and consummation of the parties hereto shall transactions contemplated hereby and thereby and (B) timely making all such filings and timely seeking all such consents, approvals, permits, notices or authorizations, and (iii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, other actions and to do, or cause to be done, all other things necessary, proper necessary or advisable under applicable laws and regulations appropriate to consummate and make effective the Transactionstransactions contemplated hereby as soon as practicable. For purposes of this Section 8.06, including, without limitation, using its “reasonable best efforts efforts” shall include (A) executing settlements, undertakings, consent decrees, stipulations or other agreements, (B) selling, divesting, holding separate or otherwise conveying any particular assets or categories of assets or businesses of Parent, (C) agreeing to obtain all Permitssell, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither CRI, Purchaser nor Holdings will be required by this Section 7.09 to take any action, including entering into any consent decreedivest, hold separate orders or otherwise convey any particular assets or categories of assets or businesses of the Company contemporaneously with or subsequent to the Closing, and (D) otherwise taking or committing to take actions that after the Closing Date would limit the freedom of action of Parent or its subsidiaries (including the Surviving Corporation) with respect to, or its or their ability to retain, one or more of its or their businesses, product lines or assets, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other arrangements, that (a) requires order in any suit or proceeding which would otherwise have the divestiture effect of any assets of any of CRI, Holdings, Purchaserpreventing or materially delaying the Closing. In connection with the foregoing, the Company Company, on the one hand, will provide Parent, and Parent, on the other hand, will provide the Company, promptly with copies of material correspondence, filings or communications (and, in the case of oral communications, oral summaries or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and any Governmental Authority or members of their respective subsidiaries or (b) limits CRI's ability to operatestaffs, on the Company and the Subsidiaries or any portion thereof or any of CRI's or its affiliates' other assets or businesses in a manner consistent hand, with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party respect to this Agreement shall use their and the transactions contemplated hereby and will give the other party and its counsel a reasonable best efforts opportunity to take all such action. (b) Each of the parties hereto agrees to cooperate review and use its reasonable best efforts to vigorously contest and resist comment on any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction response or other order (whether temporarycommunication formulated in connection with such correspondence, preliminary filings or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appealcommunications prior to delivery thereof to any such Governmental Authority.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act with respect to the Transactions, (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permitslicenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities governmental authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither CRI, Purchaser nor Holdings will be required Merger and (iii) except as contemplated by this Section 7.09 Agreement, use its reasonable best efforts not to take any action, including entering or enter into any consent decreetransaction, hold separate orders which would cause any of its representations or other arrangements, that (a) requires the divestiture warranties contained in this Agreement to be untrue or result in a breach of any assets of any of CRI, Holdings, Purchaser, the Company or any of their respective subsidiaries or (b) limits CRI's ability to operate, the Company and the Subsidiaries or any portion thereof or any of CRI's or its affiliates' other assets or businesses covenant made by it in a manner consistent with past practicethis Agreement. In caseIf, at any time after the Effective TimeTime the Surviving Corporation considers or is advised that any deeds, bills of sale assignments, assurances or any further action is other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the parties to the Merger acquired or to be acquired by the Surviving Corporation as a result of, or in connection with the Merger or otherwise to carry out the purposes of this Agreement, the proper officers and directors of the Surviving Corporation will be authorized to execute and deliver, in the name and on behalf of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate the Merger or otherwise, all such deeds, bills of sale, assignments and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, assurances and to have vacatedtake and do, liftedin the name and on behalf of each, reversed all such other actions and things as may be necessary or overturned desirable to vest, perfect or conform any decreeand all right, judgmenttitle and interest in, injunction to and under such rights, properties or other order (whether temporary, preliminary assets in the Surviving Corporation or permanent) that is in effect and that restricts, prevents or prohibits consummation otherwise to carry out the purposes of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appealthis Agreement.

Further Action; Reasonable Best Efforts. (a) The parties acknowledge that on June 13, 2008 Parent and Purchaser made their filing under the HSR Act with respect to the Transactions and on June 23, 2008 the Company made its filing under the HSR Act with respect to the Transactions and each agrees to use its respective reasonable best efforts to promptly make any other required submissions under the HSR Act with respect to the Transactions. Upon the terms and subject to the conditions hereofof this Agreement, each of Parent, the parties hereto shall Purchaser and the Company agree to use its their respective reasonable best efforts to (i) make promptly (and in any event within five (5) Business Days after execution of this Agreement) its respective filings, and thereafter make any other required submissions, under the antitrust or competition Laws of applicable European Union and other foreign jurisdictions with respect to the Transactions, (ii) make promptly (and in any event within ten (10) Business Days) any filings that may be required pursuant to Exon-▇▇▇▇▇▇ and (iii) take, or cause to be taken, all appropriate actionactions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective the Transactions, Transactions as promptly as practicable including, without limitationbut not limited to, using its their respective reasonable best efforts to obtain all Permitsany requisite approvals, consents, approvals, authorizations, qualifications and orders of orders, exemptions or waivers by any third Person or Governmental Authorities and parties to contracts Entity in connection with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither CRI, Purchaser nor Holdings will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (a) requires the divestiture of any assets of any of CRI, Holdings, Purchaser, the Company or any of their respective subsidiaries or (b) limits CRI's ability to operate, the Company and the Subsidiaries or any portion thereof or any of CRI's or its affiliates' other assets or businesses in a manner consistent with past practice. In case, If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement hereto shall use their respective reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its all reasonable best efforts to vigorously contest and resist any Actionaction, including administrative or judicial Actionaction, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal. (c) In no event shall Parent or Purchaser be obligated pursuant to this Section 6.5 to divest or hold separate any assets or to take or commit to take any action that which would be reasonably likely to (i) adversely impact the benefits expected to be derived by Parent, as determined by Parent, as a result of the Transactions or (ii) impose material limitations on Parent’s ownership or operation (or that of any of Parent’s Subsidiaries or affiliates) of all or a material portion of the Company’s or its Subsidiaries’ respective business or assets, including Parent’s exercise of rights of full ownership of the Shares purchased by Purchaser in the Offer on all stockholder matters.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject conditions of this Agreement, Parent, Merger Sub and the Company agree to the conditions hereof, each of the parties hereto shall use its their respective reasonable best efforts to (i) make promptly any required submissions under applicable antitrust or competition Laws with respect to the Transactions and (ii) take, or cause to be taken, all appropriate actionactions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective the Transactions, including, without limitation, Transactions as promptly as practicable including using its their respective reasonable best efforts to obtain all Permitsany requisite approvals, consents, approvals, authorizations, qualifications and orders of orders, exemptions or waivers by any third Person or Governmental Authorities and parties to contracts Entity in connection with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither CRI, Purchaser nor Holdings will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (a) requires the divestiture of any assets of any of CRI, Holdings, Purchaser, the Company or any of their respective subsidiaries or (b) limits CRI's ability to operate, the Company and the Subsidiaries or any portion thereof or any of CRI's or its affiliates' other assets or businesses in a manner consistent with past practice. In case, If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement hereto shall use their respective reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Actionaction, including administrative or judicial Actionaction, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal. (c) In no event shall Parent or Merger Sub be obligated pursuant to this Agreement to divest or hold separate any assets or to take or commit to take any action that which would be reasonably likely to (i) adversely impact in any material respect the benefits expected to be derived by Parent, as determined by Parent, as a result of the Transactions or (ii) impose material limitations on Parent’s ownership or operation (or that of any of Parent’s Subsidiaries or Affiliates) of all or a material portion of the Company’s business or assets. (d) The Company shall use its reasonable best efforts to take all actions and to do or cause to be done all things necessary, proper or advisable under applicable Law for the Company and its Subsidiaries to continue to conduct the management business of the Company and its Subsidiaries in Egypt as currently conducted without penalty, sanction or damage to reputation. (e) The Company agrees to reasonably cooperate with Parent in the planning of and preparation for the Reorganizations so that the Reorganizations can be completed on the same Business Day as the Effective Time; provided, however, that (i) the Company shall not be obligated to irrevocably commit to any action prior to the Effective Time, and (ii) Parent shall reimburse the Company for its reasonable out-of-pocket expenses it incurs pursuant to this Section 6.6(e) at the request of Parent.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of Parent and Merger Sub, on the parties hereto one hand, and the Company, on the other hand, shall use its reasonable best efforts to take, or cause to be taken, all appropriate actionactions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable laws and regulations Law or otherwise to consummate and make effective effective, in the Transactionsmost expeditious manner practicable, includingthe Merger and the other transactions contemplated by this Agreement, without limitation, including using its reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain all Permitsnecessary actions or non-actions, waivers, consents, approvals, authorizations, qualifications orders and orders of authorizations from Governmental Authorities and parties make all necessary registrations, declarations and filings with Governmental Authorities that are necessary to contracts with consummate the Company Merger and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither CRI, Purchaser nor Holdings will be required other transactions contemplated by this Section 7.09 Agreement; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (a) requires the divestiture of any assets of any of CRI, Holdings, Purchaser, which the Company or any of their respective subsidiaries or (b) limits CRI's ability to operate, the Company its Subsidiaries is a party in connection with this Agreement and the Subsidiaries or any portion thereof or any of CRI's or its affiliates' other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactionstransactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, includingneither Parent or Merger Sub, on the one hand, nor the Company on the other hand, shall take any action or fail to take any action that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, materially delaying or otherwise adversely affecting the consummation of the Merger or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, neither the Company nor any of its Subsidiaries shall, without limitationParent’s prior written consent, by vigorously pursuing all available avenues pay or commit to pay any consent or other similar fee, “profit sharing” or other similar payment, any penalty or any other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of administrative and judicial appealany Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract.

Further Action; Reasonable Best Efforts. (a) Upon In furtherance and not in limitation of the terms covenants of the parties contained herein and subject to Section 6.08(b), if any objections are asserted with respect to the conditions hereofTransactions under any Law or if any suit is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private party challenging any of the Transactions as violating any Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of Parent, Merger Sub and the parties Company shall use its reasonable best efforts to resolve any such objections or suits so as to permit consummation of the Transactions, which shall include in the case of the Company if (and only if) requested by Parent, the Company’s selling, holding separate or otherwise disposing of or conducting its or any of its Subsidiaries’ business in a manner which would resolve such objections or suits or agreeing to sell, hold separate or otherwise dispose of or conduct its or any of its Subsidiaries’ business in a manner which would resolve such objections or suits or permitting the sale, holding separate or other disposition of, any of its assets or the assets of its Subsidiaries or the conducting of its business in a manner which would resolve such objections or suits; provided, however, that the Company may expressly condition any such sale, holding separate or other disposal, and any agreement to take any such action or to conduct its or any of its Subsidiaries’ business in any manner, upon the consummation of the Merger and other Transactions. (b) Notwithstanding anything herein to the contrary, none of Parent, Merger Sub or any of their respective Affiliates or Representatives shall be required to take or refrain from taking, or to agree to it, its Affiliates or any Group Company taking or refraining from taking, any action, or to permitting or suffering to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements would or may be reasonably likely to (i) adversely affect the interest of Parent, Merger Sub or any of their respective Affiliates or Representatives in the Transaction, (ii) require Parent, Merger Sub or any of their respective Affiliates or Representatives commit to or effect, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divesture or disposition of such of its or any of its Affiliates’ or portfolio companies’ assets, properties or businesses, or accept any prohibition or limitation on the ownership or operation of, or any arrangement that would apply to, any of its or any of its Affiliates’ or portfolio companies’ assets, properties or businesses, (iii) require the Sponsor or its Affiliates to agree to any modification to the governance or similar rights of the Sponsor or its Affiliates agreed by the Sponsor or its Affiliates with respect to the Company and its Affiliates following the Closing or (iv) result in a Company Material Adverse Effect. (c) Each party hereto shall, upon request by any other party, furnish such other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Schedule 13E-3, or any other statement, filing, notice or application made by or on behalf of Parent, Merger Sub, the Company or any of their respective Subsidiaries to any Third Party and/or any Governmental Authority in connection with the Transactions. (d) The Company shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, at or prior to the Closing all things within its control which are necessary, proper or advisable under applicable laws and regulations which are reasonably requested by Parent to consummate facilitate the continuing operations of business of the Group Companies from and make effective after the TransactionsClosing, including, without limitation, including using its reasonable best efforts to obtain all Permitsprovide operational data, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation provide bank account information of the Transactions Group Companies, locate the corporate chops and to fulfill the conditions to the Offer and the Merger; provided that neither CRI, Purchaser nor Holdings will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (a) requires the divestiture of any assets of any of CRI, Holdings, Purchaser, the Company or any of their respective subsidiaries or (b) limits CRI's ability to operate, the Company and the Subsidiaries or any portion thereof or any of CRI's or its affiliates' other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each finance stamps of the parties hereto agrees to cooperate Group Companies incorporated in the PRC and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation procure the satisfaction of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appealclosing conditions set forth in Section 7.02.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement as soon as practicable, includingincluding but not limited to (i) cooperation in the preparation and filing of the Offer Documents, without limitationthe Schedule 14D-9, the Proxy Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof and (ii) using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all Permitslicenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities governmental authorities and parties to contracts with the Company and the Subsidiaries its subsidiaries as are necessary for the consummation of the Transactions transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Merger; provided that neither CRI, Purchaser nor Holdings will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (a) requires the divestiture of any assets of any of CRI, Holdings, Purchaser, the Company or any of their respective subsidiaries or (b) limits CRI's ability to operate, the Company and the Subsidiaries or any portion thereof or any of CRI's or its affiliates' other assets or businesses in a manner consistent with past practice. In case, case at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) Each The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their subsidiaries, from any Governmental Authority with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other antitrust law. (c) Without limiting the generality of the undertakings pursuant to this Section 6.10: (i) Parent agrees to, if necessary to cooperate prevent any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and use business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its reasonable best efforts subsidiaries and Parent's fluid technology business, taken as a whole); and (ii) the Company and Parent each agree to vigorously contest and resist any Action, including administrative or judicial Action, and action seeking to have vacatedimposed any order, lifted, reversed or overturned any decree, judgment, injunction injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that is in effect and that restrictswould delay, prevents restrain, enjoin or prohibits otherwise prohibit consummation of the TransactionsOffer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, includingto use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, without limitationthe posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, by vigorously pursuing all available avenues of administrative and judicial appealmodify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereof.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement as soon as practicable, includingincluding but not limited to (i) cooperation in the preparation and filing of the Offer Documents, without limitationthe Schedule 14D-9, the Proxy Statement, any required filings under the HSR Act and any amendments to any thereof, (ii) cooperation with respect to consummating the financing for the Offer and the Merger and (iii) using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all Permitslicenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities governmental authorities and parties to contracts with the Company and the Subsidiaries its subsidiaries and Parent and its subsidiaries as are necessary for the consummation of the Transactions transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Merger; provided that neither CRI, Purchaser nor Holdings will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (a) requires the divestiture of any assets of any of CRI, Holdings, Purchaser, the Company or any of their respective subsidiaries or (b) limits CRI's ability to operate, the Company and the Subsidiaries or any portion thereof or any of CRI's or its affiliates' other assets or businesses in a manner consistent with past practice. In case, case at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) Each The Company and Parent each shall keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their subsidiaries, from any governmental authority with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement. The parties hereto agrees to will consult and cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Actionwith one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to have vacatedthe HSR Act or any other antitrust law. (c) Each party shall timely and promptly make all filings which are required under the HSR Act and Parent shall pay the filing fee. Each party will furnish to the other such necessary information and reasonable assistance as it may request in connection with its preparation of such filings. Each party will supply the other with copies of all correspondence, liftedfilings or communications between such party or its representatives and the Federal Trade Commission, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation the Antitrust Division of the Transactions, including, without limitation, by vigorously pursuing all available avenues United States Department of administrative and judicial appealJustice or any other governmental agency or authority or members of their respective staffs with respect to this Agreement or the transactions contemplated hereby.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of Parent, the parties hereto shall Purchaser and the Company agree to use its their respective reasonable best efforts to (i) make promptly (and in any event within ten (10) Business Days after execution of this Agreement) its respective filings, and thereafter make any other required submissions, under the HSR Act and the antitrust or competition Laws of applicable European Union and other foreign jurisdictions with respect to the Transactions, (ii) make promptly (and in any event within ten (10) Business Days), any filings that may be required pursuant to Exon-▇▇▇▇▇▇ and (iii) take, or cause to be taken, all appropriate actionactions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective the Transactions, Transactions as promptly as practicable including, without limitationbut not limited to, using its their respective reasonable best efforts to obtain all Permitsany requisite approvals, consents, approvals, authorizations, qualifications and orders of orders, exemptions or waivers by any third Person or Governmental Authorities and parties to contracts Entity in connection with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither CRI, Purchaser nor Holdings will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (a) requires the divestiture of any assets of any of CRI, Holdings, Purchaser, the Company or any of their respective subsidiaries or (b) limits CRI's ability to operate, the Company and the Subsidiaries or any portion thereof or any of CRI's or its affiliates' other assets or businesses in a manner consistent with past practice. In case, If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement hereto shall use their respective reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its all reasonable best efforts to vigorously contest and resist any Actionaction, including administrative or judicial Actionaction, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal. (c) In no event shall Parent or Purchaser be obligated pursuant to this Section 6.5 to divest or hold separate any assets or to take or commit to take any action that which would be reasonably likely to (i) adversely impact the benefits expected to be derived by Parent, as determined by Parent, as a result of the Transactions or (ii) impose material limitations on Parent’s ownership or operation (or that of any of Parent’s Subsidiaries or affiliates) of all or a material portion of the Company’s or its Subsidiaries’ respective business or assets, including Parent’s exercise of rights of full ownership of the Shares purchased by Purchaser in the Offer on all stockholder matters.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) no later than the tenth business day after the date hereof, file its Premerger Notification and Report Form under the HSR Act and its notification under the German Law Against Restraints of Competition and thereafter make any other required submissions under the HSR Act or the German Law Against Restraints of Competition with respect to the Transactions, (ii) make promptly all required filings and submissions under the merger control law of Greece with respect to the Transactions and (iii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither CRI, Purchaser nor Holdings Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (aA) requires the divestiture of any material assets of any of CRI, Holdings, the Purchaser, the Parent, Company or any of their respective subsidiaries or (bB) materially limits CRIParent's freedom of action with respect to, or its ability to operateretain, the Company and the Subsidiaries or any portion thereof or any of CRIParent's or its affiliates' other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such actionbusinesses. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal. (c) Without limiting in any respect the parties' obligations under Section 7.09(a), the Company agrees that it shall use its reasonable best efforts to obtain any consent, approval, authorization or permit of, and shall make any filing with or notification to, any Governmental Authority of the Republic of Ireland as may be required under any applicable Law of the ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ in connection with the execution and delivery of this Agreement by the Company or the performance of this Agreement by the Company.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act and the EC Merger Regulation with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the TransactionsTransactions and the transactions contemplated by the Stock Purchase Agreement, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided PROVIDED that neither CRI, Purchaser nor Holdings Parent will be required by this Section 7.09 to take any actionaction that would have a Material Adverse Effect on the Company or Parent, including entering into any consent decree, hold separate orders or other arrangements, arrangements that (a) requires the divestiture of any assets of any of CRI, Holdings, Purchaser, would have a Material Adverse Effect on the Company or any of their respective subsidiaries or (b) limits CRI's ability to operate, the Company and the Subsidiaries or any portion thereof or any of CRI's or its affiliates' other assets or businesses in a manner consistent with past practiceParent. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither CRIthe Company, Purchaser nor Holdings Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (aA) requires the divestiture of any assets of any of CRI, Holdings, the Purchaser, the Parent, Company or any of their respective subsidiaries or (bB) limits CRIParent's freedom of action with respect to, or its ability to operateretain, the Company and the Subsidiaries or any portion thereof or any of CRIParent's or its affiliates' other assets or businesses in a manner consistent with past practicebusinesses. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. Parent or the Purchaser will pay all fees associated with the HSR submission. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts vigorously to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.. 42 38

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of Parent and Merger Sub, on the parties hereto one hand, and the Company, on the other hand, shall use its reasonable best efforts to take, or cause to be taken, all appropriate actionactions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable laws and regulations Law or otherwise to consummate and make effective effective, in the Transactionsmost expeditious manner practicable, includingthe Merger and the other transactions contemplated by this Agreement, without limitation, including using its reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain all Permitsnecessary actions or non-actions, waivers, consents, approvals, authorizations, qualifications orders and orders of authorizations from Governmental Authorities and parties make all necessary registrations, declarations and filings with Governmental Authorities that are Table of Contents necessary to contracts with consummate the Company Merger and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither CRI, Purchaser nor Holdings will be required other transactions contemplated by this Section 7.09 Agreement; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (a) requires the divestiture of any assets of any of CRI, Holdings, Purchaser, which the Company or any of their respective subsidiaries or (b) limits CRI's ability to operate, the Company its Subsidiaries is a party in connection with this Agreement and the Subsidiaries or any portion thereof or any of CRI's or its affiliates' other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactionstransactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, includingneither Parent or Merger Sub, on the one hand, nor the Company on the other hand, shall take any action or fail to take any action that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, materially delaying or otherwise adversely affecting the consummation of the Merger or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, neither the Company nor any of its Subsidiaries shall, without limitationParent’s prior written consent, by vigorously pursuing all available avenues pay or commit to pay any consent or other similar fee, “profit sharing” or other similar payment, any penalty or any other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of administrative and judicial appealany Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of Parent, the parties hereto shall Purchaser and the Company agree to use its their respective reasonable best efforts to (i) make promptly (and in any event within five (5) Business Days after execution of this Agreement) its respective filings, and thereafter make any other required submissions, under the HSR Act and the antitrust or competition Laws of applicable European Union and other foreign jurisdictions with respect to the Transactions, (ii) make promptly (and in any event within ten (10) Business Days) any filings that may be required pursuant to Exon-▇▇▇▇▇▇ and (iii) take, or cause to be taken, all appropriate actionactions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective the Transactions, Transactions as promptly as practicable including, without limitationbut not limited to, using its their respective reasonable best efforts to obtain all Permitsany requisite approvals, consents, approvals, authorizations, qualifications and orders of orders, exemptions or waivers by any third Person or Governmental Authorities and parties to contracts Entity in connection with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither CRI, Purchaser nor Holdings will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (a) requires the divestiture of any assets of any of CRI, Holdings, Purchaser, the Company or any of their respective subsidiaries or (b) limits CRI's ability to operate, the Company and the Subsidiaries or any portion thereof or any of CRI's or its affiliates' other assets or businesses in a manner consistent with past practice. In case, If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement hereto shall use their respective reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its all reasonable best efforts to vigorously contest and resist any Actionaction, including administrative or judicial Actionaction, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal. (c) In no event shall Parent or Purchaser be obligated pursuant to this Section 6.5 to divest or hold separate any assets or to take or commit to take any action that which would be reasonably likely to (i) adversely impact the benefits expected to be derived by Parent, as determined by Parent, as a result of the Transactions or (ii) impose material limitations on Parent’s ownership or operation (or that of any of Parent’s Subsidiaries or affiliates) of all or a material portion of the Company’s or its Subsidiaries’ respective business or assets, including Parent’s exercise of rights of full ownership of the Shares purchased by Purchaser in the Offer on all stockholder matters.

Further Action; Reasonable Best Efforts. (a) Upon --------------------------------------- the terms and subject to the conditions hereof, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Liquidating Trustee, the Trust or the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the MergerOffer; provided that neither CRI, Purchaser nor Holdings will not be required by this Section 7.09 5.07 to -------- take any action, including entering into any consent decree, hold separate orders or other arrangements, that (aA) requires the divestiture of any assets of Purchaser or any of CRI, Holdings, Purchaserits subsidiaries, the Company or any of their respective subsidiaries the Trust or (bB) limits CRIPurchaser's freedom of action with respect to, or its ability to operateretain its indirect interest in, the Company and the Subsidiaries Trust or any portion thereof or any of CRIPurchaser's or its affiliates' other or the Trust's assets or businesses in a manner consistent with past practicebusinesses. In case, at any time after the Effective Timeconsummation of the Offer, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors or trustees of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of Investor and Acquisition Sub, on the parties hereto one hand, and the Company, on the other hand, shall use its reasonable best efforts to take, or cause to be taken, all appropriate actionactions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable laws and regulations Law or otherwise to consummate and make effective effective, in the Transactionsmost expeditious manner practicable, includingthe Merger and the other transactions contemplated by this Agreement, without limitation, including using its reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain all Permitsnecessary actions or non-actions, waivers, consents, approvals, authorizations, qualifications orders and orders of authorizations from Governmental Authorities and parties make all necessary registrations, declarations and filings with Governmental Authorities that are necessary to contracts with consummate the Merger and the other transactions contemplated by this Agreement; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the Subsidiaries as are necessary for the consummation of the Transactions transactions contemplated hereby so as to maintain and to fulfill preserve the conditions benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the Offer and foregoing, neither Investor or Acquisition Sub, on the Merger; provided that neither CRIone hand, Purchaser nor Holdings will be required by this Section 7.09 the Company, on the other hand, shall take any action, or fail to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (a) requires the divestiture of any assets of any of CRI, Holdings, Purchaser, the Company or any of their respective subsidiaries or (b) limits CRI's ability to operate, the Company and the Subsidiaries or any portion thereof or any of CRI's or its affiliates' other assets or businesses in a manner consistent with past practice. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in intended to, or has (or would reasonably be expected to have) the effect and that restrictsof, prevents preventing, impairing, materially delaying or prohibits otherwise adversely affecting the consummation of the TransactionsMerger or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, includingneither the Company nor any of its Subsidiaries shall, without limitationInvestor’s prior written consent, by vigorously pursuing all available avenues pay or commit to pay any consent or other similar fee, “profit sharing” or other similar payment, any penalty or any other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of administrative and judicial appealany Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Liquidating Trustee, the Trust or the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the MergerOffer; provided that neither CRI, Purchaser nor Holdings will not be required by this Section 7.09 5.07 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (aA) requires the divestiture of any assets of Purchaser or any of CRI, Holdings, Purchaserits subsidiaries, the Company or any of their respective subsidiaries the Trust or (bB) limits CRIPurchaser's freedom of action with respect to, or its ability to operateretain its indirect interest in, the Company and the Subsidiaries Trust or any portion thereof or any of CRIPurchaser's or its affiliates' other or the Trust's assets or businesses in a manner consistent with past practicebusinesses. In case, at any time after the Effective Timeconsummation of the Offer, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors or trustees of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.