Subject to the terms and conditions of this Agreement, each of Element and Celadon shall use its respective commercially reasonable efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party with respect to the Element Investment or the Celadon Investment, as applicable, and, subject to the conditions set forth in Sections 1(c) and 2(c) hereof, to consummate the Element Investment or the Celadon Investment, as applicable and the other transactions contemplated by this Agreement, as promptly as practicable and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order, decision or approval of, or any exemption by, any governmental entity and any other third party which is required to be obtained by Element or Celadon in connection with the transactions contemplated by this Agreement, and to comply with the terms and conditions of any such consent, authorization, order or approval.