definiens: shall mean taking, in good faith, all required st eps to achieve a particular result and to ensure that such result is achieved as exped itiously as possible . Notwithstanding the foregoing, the utilization of ‘ Best Efforts ’ shall not require a P arty to : ( a ) take any actions that would, individua lly or in the aggregate, cause such Party to incur costs, or suff er any other detriment, materially out of proportio n to the benefits to be received by such Party under this ag reement ; ( b ) take any actions that would, individua lly or in the aggregate, cause a material adverse change in s uch Party ; ( c ) incur any material liabilities ; ( d ) dispose of any significant assets ; ( e ) take any action that wo uld violate any law or order to which the Party is subject ; ( f ) take any action that would imperil such Party ’s exi stence or solvency ; or ( g ) initiate any litigation or arbitration