definiens: shall mean taking, in good faith, all required steps to achieve a particular resultand to ensure that such result is achieved as expeditiously as possible . Notwithstanding the foregoing, unless specificallydescribed under this Agreement the utilization of ‘ Best Reasonable Efforts ’ shall not require a Party to : ( a ) take any actionsthat would, individually or in the aggregate, cause such Party to incur costs or liabilities, or suffer any other detriment, materially out of proportion to the benefits to be received by such Party under this Agreement ; ( b ) take any actions that would, individually or in the aggregate, cause a material adverse change in such Party ; ( c ) dispose of any significant assets ; ( d ) takeany action that would violate any Applicable Laws and Guidelines to which the Party is subject ; or ( e ) take any action thatwould imperil such Party ’s existence or solvency ; or ( f ) initiate any litigation or arbitration