definiens: within the meaning of Treasury Regulation Section 301.7701 - 3(a ) ; and ( h)use reasonable endeavours ( taking into account, without limitation, the relevant internal resources availableto the Vendor and the Group ), and subject to the prior written consent of DB, to procure, at least 10 days priorto Completion ( i ) the elimination of all Icelandic Upstream Debt or the assumption of such debt by asubsidiary of AGH that is a member of the Icelandic joint taxation group ; ( ii ) that the Icelandic Debtorstransfer all of the Icelandic Receivables to [COMPANY] Group PTC ehf . ( collectively, ( the ) in accordance with this paragraph ( h ) . As soon as reasonably practicable after the date hereof, and subject to the Vendor Group being indemnified ( on an after Tax basis ) for any 107 losses suffered or incurred in connection therewith by the Vendor Group but not, for the avoidance of doubt, any Group Company, the Vendor and the Purchaser shall cooperate in good faith in preparing : ( 1 ) a draft plansetting forth in reasonable detail the steps to implement the Icelandic Debt Elimination ; and ( 2 ) drafts of allagreements and ancillary documents necessary to implement the Icelandic Debt Elimination . As soon asreasonably practicable following the approval in writing of such plans, agreements and documents by theVendor and the Purchaser, and subject to the Vendor Group being indemnified ( on an after Tax basis ) for anylosses suffered or incurred in connection therewith by the Vendor Group but not, for the avoidance of doubt, any Group Company, the Vendor and the Purchaser shall cooperate in good faith to cause the Icelandic DebtElimination to be implemented according to such plans and pursuant to agreements and documents . TheVendor shall keep the Purchaser reasonably informed of the progress on the implementation of the IcelandicDebt Elimination and shall deliver, or cause to be delivered, to the Purchaser executed copies of allagreements and ancillary documents entered into in connection with the Icelandic Debt Elimination