Common use of Preparation for Closing Clause in Contracts

Preparation for Closing. 6.3.1. Except as set forth below, each of the parties hereto agrees to use all reasonable efforts to bring about the fulfillment of the conditions precedent contained in this Agreement. 6.3.2. Each of Parent, Merger Sub and the Company will, within ten Business Days of the date hereof, prepare and file, or cause to be prepared and filed, with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”), the notification and report form (the “HSR Filing”) pursuant to the HSR Act. The Buyer Parties shall be solely responsible for all filing fees required to be paid in connection with the HSR Filing. Each party’s HSR Filing shall comply in all material respects with the requirements of the HSR Act. Each of the Company and the Buyer Parties shall use its reasonable best efforts to provide to the FTC, DOJ and each and every Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition laws, as promptly as practicable after request therefor, all non-privileged information and documents requested by such Governmental Authority or that is reasonably necessary or advisable to permit consummation of the Transactions. Subject to applicable Legal Requirement, each of the Company and Parent shall inform the other promptly of any communication made by or on behalf of such party to (including permitting the other party to review such communication in advance), or received from, any Governmental Authority relating to this Agreement or the Transactions and shall furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing, submission or other act that is necessary or advisable to permit consummation of the Transactions under applicable Legal Requirement. Subject to applicable Legal Requirement, each party shall furnish the other party with copies of all substantive or otherwise material correspondence, filings, and written communications between such party and its Affiliates and their respective representatives on the one hand, and any Governmental Authority on the other hand, with respect to this Agreement and the Transactions. None of the Company, Parent or Merger Sub shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry relating to this Agreement or the Transactions unless it consults with the other party in advance, and to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat. The Company and Parent shall keep each other timely apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority relating to this Agreement or the Transactions. 6.3.3. If any objections are asserted with respect to the Transactions under the HSR Act, or if any Action is instituted (or threatened to be instituted) by the FTC, the Antitrust Division of the DOJ or any other Governmental Authority or any third party challenging the Transactions or that would otherwise prohibit or materially impair or materially delay the consummation of such Transactions, the parties shall use their reasonable best efforts to defend against Actions so as to permit the consummation of the Transactions, including contesting and resisting any such Actions and to have vacated, lifted, reversed or overturned any Governmental Order that is in effect that prohibits, prevents or restricts the consummation of the Transactions. 6.3.4. Prior to the Closing, each party shall, and shall cause its Affiliates to, use its commercially reasonable efforts to obtain, and to cooperate in obtaining, all consents from third parties set forth on Schedule 6.3.4; provided, however, that the parties shall not 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 (other than nominal filing or application fees). The Buyer Parties acknowledge that certain consents and waivers with respect to the Transactions may be required from parties to the Contracts listed on the Schedules hereto and that such consents and waivers have not been obtained as of the date hereof and may not be obtained prior to the Closing

Preparation for Closing. 6.3.15.3.1. Except as set forth below, each of the The parties hereto agrees hereby agree to use all their respective reasonable best efforts to bring about the fulfillment of the conditions precedent contained in this Agreement. 6.3.2. Each of Parent, Merger Sub Agreement and to consummate the Company will, within ten Business Days of the date hereof, prepare and file, or cause to be prepared and filed, with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”), the notification and report form (the “HSR Filing”) pursuant to the HSR Act. The Buyer Parties shall be solely responsible for all filing fees required to be paid in connection with the HSR Filing. Each party’s HSR Filing shall comply in all material respects with the requirements of the HSR Act. Each of the Company and the Buyer Parties shall use its reasonable best efforts to provide to the FTC, DOJ and each and every Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition laws, Contemplated Transactions as promptly as practicable after request thereforpracticable; provided, all non-privileged information and documents requested by such Governmental Authority or however, that is reasonably necessary or advisable to permit consummation of the Transactions. Subject to applicable Legal Requirement, each of the Company and Parent foregoing shall inform the other promptly of not require any communication made by or on behalf of such party to (including permitting the other party waive any condition precedent to review such communication in advance), or received from, any Governmental Authority relating to this Agreement or the Transactions and shall furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing, submission or other act that is necessary or advisable to permit consummation of the Transactions under applicable Legal Requirement. Subject to applicable Legal Requirement, each party shall furnish the other party with copies of all substantive or otherwise material correspondence, filings, and written communications between such party and its Affiliates and their respective representatives on the one hand, and any Governmental Authority on the other hand, with respect to this Agreement and the Transactions. None of the Company, Parent or Merger Sub shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry relating to this Agreement or the Transactions unless it consults with the other party in advance, and to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat. The Company and Parent shall keep each other timely apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority relating to this Agreement or the Transactionsobligations hereunder. 6.3.3. If any objections are asserted with respect to the Transactions under the HSR Act, or if any Action is instituted (or threatened to be instituted) by the FTC, the Antitrust Division of the DOJ or any other Governmental Authority or any third party challenging the Transactions or that would otherwise prohibit or materially impair or materially delay the consummation of such Transactions, the parties shall use their reasonable best efforts to defend against Actions so as to permit the consummation of the Transactions, including contesting and resisting any such Actions and to have vacated, lifted, reversed or overturned any Governmental Order that is in effect that prohibits, prevents or restricts the consummation of the Transactions. 6.3.45.3.2. Prior to the Closing, each party the parties hereto shall, and shall cause its their respective Subsidiaries and Affiliates to, use its commercially their respective reasonable best efforts to obtain, and to cooperate in obtaining, all consents from third parties set forth landlords or lessors that are listed on Schedule 6.3.45.3.2; provided, however, that the parties shall not be required to pay or commit to pay any amount to (or incur any obligation Liability in favor of) any Person landlord or lessor from whom any such consent may be required without the prior written consent of the Company and Buyer. 5.3.3. Prior to the Closing, the parties hereto shall, and shall cause their respective Subsidiaries and Affiliates to, use their respective reasonable best efforts to obtain, and to cooperate in obtaining, an estoppel certificate executed by the landlord under each of the Acquired Leases set forth on Schedule 5.3.3; provided, however, that the parties shall not be required to pay or commit to pay any amount to (or incur any Liability in favor of) any landlord or lessor from whom any such estoppels certificate may be requested without the prior written consent of the Company and Buyer. 5.3.4. Prior to the Closing, the parties hereto shall, and shall cause their respective Subsidiaries and Affiliates to, use their respective reasonable best efforts to obtain, and to cooperate in obtaining, a Landlord Release for each Acquired Theater set forth on Schedule 5.3.4; provided, however, that the parties shall not be required to pay or commit to pay any amount to (or incur any Liability in favor of) any landlord or lessor from whom any such Landlord Release may be requested without the prior written consent of the Company and Buyer. 5.3.5. The Company and Rave shall reasonably cooperate with Buyer in connection with the issuance to Buyer of ALTA Form 2006 Leasehold Policies; provided, however, that the Company and Rave shall not be required to pay or commit to pay any amount to (or incur any Liability in favor of) any Person in connection with providing such cooperation and any documents or affidavits to be executed by Rave or the Company shall be in form and substance satisfactory to Rave and shall not impose on Rave or the Company any Liabilities. 5.3.6. Each of the parties hereto acknowledges and agrees that except as expressly provided in Section 6.7, obtaining the consents, estoppel certificates and leasehold title insurance policies contemplated by Sections 5.3.2, 5.3.3 and 5.3.5 shall not be a condition to Closing and the parties shall use reasonable best efforts to prevent the efforts contemplated by Sections 5.3.2, 5.3.3 and 5.3.5 in respect of matters that are not conditions to Closing under Section 6 from interfering with or delaying the Closing. 5.3.7. Rave is party to Contractual Obligations with vendors that relate to both the Acquired Theaters and other than nominal filing or application feestheaters, including those owned by Rave and its Subsidiaries and managed by the Manager (“Multi-Site Contracts”). The Prior to the Closing, the parties hereto shall, and shall cause their respective Subsidiaries and Affiliates to, use their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause their respective Subsidiaries and Affiliates to, enter into with, each vendor party to a Multi-Site Contract, either (a) separate contracts (“New Vendor Contracts”) that allocate the rights and obligations of Rave under the Multi-Site Contracts as between the Acquired Theaters, on the one hand, and the other theaters owned by Rave or its Subsidiaries, on the other hand, and which are otherwise substantially similar in all material respects to the Multi-Site Contracts or (b) agreements effective as of the Closing (“Partial Assignments and Releases”) that (i) assign the rights and obligations related to the Acquired Theaters and the Acquired Business (whether arising before or after the Closing) to Buyer Parties acknowledge that certain consents or the Company and waivers (ii) release Rave from all Liabilities with respect to the Transactions may be required from parties Acquired Theaters and the Acquired Businesses. Any New Vendor Contracts that relate to the Contracts listed on Acquired Theaters (the Schedules hereto and that such consents and waivers have not been obtained “New Acquired Theater Contracts”) shall be entered into by the Company effective as of the date hereof Closing and may not be obtained prior shall allocate to the Company or Buyer all rights and obligations of Rave under the applicable Multi-Site Contract being replaced to the extent such rights and obligations relate to the Acquired Theaters or the Acquired Business (whether arising before or after the Closing). All purchase commitments under the Multi-Site Contracts shall be allocated under the New Vendor Contracts or Partial Assignments and Releases as between the Acquired Theaters, on the one hand, and the other theaters owned by Rave and its Subsidiaries, on the other hand, in an equitable manner that is mutually and reasonably agreed to by Rave and Buyer. In connection with the entering into of New Acquired Theater Contracts, the parties shall use reasonable best efforts to ensure that Rave is released by the vendor from Liabilities relating to the Acquired Theaters and Acquired Business and that the Company shall not incur Liabilities relating to the theaters owned by Rave and its Subsidiaries (other than the Acquired Theaters). In the event that any such vendors do not agree to enter into New Acquired Theater Contracts or Partial Assignments and Releases consistent with this Section 5.3.7, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and Liabilities under the Multi-Site Contracts (“Acceptable Alternative Arrangements”).

Preparation for Closing. 6.3.1. (a) Except as otherwise set forth belowherein, each of Parent, Merger Sub and the parties hereto agrees Company hereby agree to use all their respective commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to bring about the fulfillment of the conditions precedent contained in this AgreementAgreement and to cause the Closing to occur, including the execution and delivery of any documents, certificates, instruments or other papers that are reasonably required for the consummation of the transactions contemplated hereby, and to consummate the transactions contemplated hereby; provided, however, that the foregoing shall not be deemed to require any party to waive any condition precedent to its obligations hereunder or grant any accommodation or concession (financial or otherwise) to any third party. 6.3.2. Each of (b) Prior to the Closing, Parent, Merger Sub and the Company will, within ten Business Days of the date hereof, prepare and file, or cause to be prepared and filed, with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”), the notification and report form (the “HSR Filing”) pursuant to the HSR Act. The Buyer Parties shall be solely responsible for all filing fees required to be paid in connection with the HSR Filing. Each party’s HSR Filing shall comply in all material respects with the requirements of the HSR Act. Each of the Company and the Buyer Parties shall use its reasonable best efforts to provide to the FTC, DOJ and each and every Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition laws, as promptly as practicable after request therefor, all non-privileged information and documents requested by such Governmental Authority or that is reasonably necessary or advisable to permit consummation of the Transactions. Subject to applicable Legal Requirement, each of the Company and Parent shall inform the other promptly of any communication made by or on behalf of such party to (including permitting the other party to review such communication in advance), or received from, any Governmental Authority relating to this Agreement or the Transactions and shall furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing, submission or other act that is necessary or advisable to permit consummation of the Transactions under applicable Legal Requirement. Subject to applicable Legal Requirement, each party shall furnish the other party with copies of all substantive or otherwise material correspondence, filings, and written communications between such party and its Affiliates and their respective representatives on the one hand, and any Governmental Authority on the other hand, with respect to this Agreement and the Transactions. None of the Company, Parent or Merger Sub shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry relating to this Agreement or the Transactions unless it consults with the other party in advance, and to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat. The Company and Parent shall keep each other timely apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority relating to this Agreement or the Transactions. 6.3.3. If any objections are asserted with respect to the Transactions under the HSR Act, or if any Action is instituted (or threatened to be instituted) by the FTC, the Antitrust Division of the DOJ or any other Governmental Authority or any third party challenging the Transactions or that would otherwise prohibit or materially impair or materially delay the consummation of such Transactions, the parties shall use their reasonable best efforts to defend against Actions so as to permit the consummation of the Transactions, including contesting and resisting any such Actions and to have vacated, lifted, reversed or overturned any Governmental Order that is in effect that prohibits, prevents or restricts the consummation of the Transactions. 6.3.4. Prior to the Closing, each party shall, and shall cause its their respective Affiliates to, use its commercially reasonable efforts to obtain, and to cooperate in obtaining, all consents from third parties set forth on Schedule 6.3.45.3(b); provided, however, that the parties shall not 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 (or make any other than nominal filing accommodation or application fees)concession. The Buyer Parties acknowledge Parent acknowledges that certain consents and waivers with respect to the Transactions transactions contemplated hereby may be required from parties to the Contracts listed on Company Contracts, the Schedules hereto Company Licenses and the Company Leases, or otherwise, and that such consents and waivers have not been obtained as of the date hereof and may not be obtained prior to the Closing and that no representation, warranty or covenant of the Company contained herein shall be deemed breached, and no condition shall be deemed to not have been satisfied, as a result of the failure to obtain any such consent or waiver or the consequences thereof; provided, however, that, notwithstanding anything to the contrary contained herein, the foregoing shall in no way limit or otherwise affect any provision of this Agreement requiring the Company to disclose any such consents or waivers and shall not be deemed to modify any of the Company’s obligations under this Section 5.3(b). (c) Prior to the Closing, the Company shall, and shall cause its Affiliates to, use commercially reasonable efforts to obtain, (i) a fully executed subordination, non-disturbance agreement from Canadian Imperial Bank of Commerce with respect to the mortgage in its favor registered on title to the property leased pursuant to the sublease at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and (ii) an amendment to that certain Sublease, dated July 1, 2015, between ▇▇▇▇▇, as sublandlord, and ▇▇▇▇▇▇ Automotive Solutions, as subtenant, to correct the name of the subtenant entity to the legal name, which tenant entity shall be agreed upon by the parties and (iii) a fully executed subordination, non-disturbance agreement from the landlord’s mortgagee relating to the lease at 162 ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Blvd., Sylacauga, Alabama, USA. (d) Prior to the Closing, the Company shall use commercially reasonable efforts to obtain any necessary consent required to assign to Parent as “First Named Insured” all Scheduled Location Pollution Liability insurance policies issued to Milestone Partners IV, L.P. or any of its Affiliates with respect to the Company, any of its Subsidiaries or the Business by Allied Worldwide Insurance Company or any of its Affiliates, including those policies numbered 0310-3131 and 0310-3128, together with all right, title and interest of any of the Milestone Funds under any such policies. If any such consents are obtained prior to the Closing, or it is determined no such consent is necessary, the Company will cause the applicable assignment referred to in this Section 5.3(d) to occur effective as of the Closing.